JURISDICTION.
(C)
[RESERVED]
(D)
WAIVER OF CONSEQUENTIAL DAMAGES, ETC.
TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NO BORROWER SHALL ASSERT, AND EACH
BORROWER HEREBY WAIVES, ANY CLAIM
48
AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES)
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER
TRANSACTION DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE USE OF THE PROCEEDS THEREOF.
NO INDEMNITEE REFERRED TO IN PARAGRAPH (B) ABOVE SHALL BE LIABLE FOR ANY DAMAGES
ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER
MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER
INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(E)
PAYMENTS.
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE NOT
LATER THAN 3 BUSINESS DAYS AFTER DEMAND THEREFOR.
SECTION 9.04
Successors and Assigns.
(A)
SUCCESSORS AND ASSIGNS GENERALLY.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY, EXCEPT THAT NO
BORROWER MAY ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDER AND NO LENDER MAY
ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT
(I) TO AN ELIGIBLE ASSIGNEE IN ACCORDANCE WITH THE PROVISIONS OF
PARAGRAPH (B) OF THIS SECTION 9.04, (II) BY WAY OF PARTICIPATION IN ACCORDANCE
WITH THE PROVISIONS OF PARAGRAPH (D) OF THIS SECTION 9.04 OR (III) BY WAY OF
PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST SUBJECT TO THE RESTRICTIONS OF
PARAGRAPH (F) OF THIS SECTION (AND ANY OTHER ATTEMPTED ASSIGNMENT OR TRANSFER BY
ANY BORROWER OR THE LENDER SHALL BE NULL AND VOID).
NOTHING IN THIS AGREEMENT,
EXPRESSED OR IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY PERSON (OTHER THAN
THE PARTIES HERETO, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY,
PARTICIPANTS TO THE EXTENT PROVIDED IN PARAGRAPH (D) OF THIS SECTION AND, TO THE
EXTENT EXPRESSLY CONTEMPLATED HEREBY, THE OTHER INDEMNITEES) ANY LEGAL OR
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF THIS AGREEMENT.
(B)
ASSIGNMENTS BY LENDER.
ANY LENDER MAY AT ANY TIME ASSIGN TO ONE
(BUT NOT MORE THAN ONE) ELIGIBLE ASSIGNEE ALL (BUT NOT LESS THAN ALL) OF ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND BOTH OF THE TERM NOTES
(INCLUDING ALL OF THE LOANS AT THE TIME OWING TO IT); PROVIDED THAT THE PARTIES
TO SUCH ASSIGNMENT SHALL EXECUTE AN ASSIGNMENT AND ASSUMPTION.
FROM AND AFTER
THE EFFECTIVE DATE SPECIFIED IN ANY ASSIGNMENT AND ASSUMPTION, THE ELIGIBLE
ASSIGNEE THEREUNDER SHALL BE A PARTY TO THIS AGREEMENT AND HAVE ALL OF THE
RIGHTS AND OBLIGATIONS OF THE LENDER UNDER THIS AGREEMENT, AND THE ASSIGNING
LENDER THEREUNDER SHALL BE RELEASED FROM ITS OBLIGATIONS, IF ANY, UNDER THIS
AGREEMENT (AND SUCH LENDER SHALL