LATER THAN TEN BUSINESS DAYS AFTER DEMAND THEREFOR.
(F)
SURVIVAL.
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE
RESIGNATION OF THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE SWING LINE
LENDER, THE REPLACEMENT OF ANY LENDER, THE TERMINATION OF THE COMMITMENTS AND
THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL THE OTHER OBLIGATIONS.
10.05.
PAYMENTS SET ASIDE.
TO THE EXTENT THAT ANY PAYMENT BY OR ON BEHALF
OF THE BORROWER IS MADE TO THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR ANY
LENDER, OR THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR ANY LENDER EXERCISES ITS
RIGHT OF SETOFF, AND SUCH PAYMENT OR THE PROCEEDS OF SUCH SETOFF OR ANY PART
THEREOF IS SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL,
SET ASIDE OR REQUIRED (INCLUDING PURSUANT TO ANY SETTLEMENT ENTERED INTO BY THE
ADMINISTRATIVE AGENT, THE L/C ISSUER OR SUCH LENDER IN ITS DISCRETION) TO BE
REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PARTY, IN CONNECTION WITH ANY
PROCEEDING UNDER ANY DEBTOR RELIEF LAW OR OTHERWISE, THEN, (A) TO THE EXTENT OF
SUCH RECOVERY, THE OBLIGATION OR PART THEREOF ORIGINALLY INTENDED TO BE
SATISFIED SHALL BE REVIVED AND CONTINUED IN FULL FORCE AND EFFECT AS IF SUCH
PAYMENT HAD NOT BEEN MADE OR SUCH SET-OFF HAD NOT OCCURRED, AND (B) EACH LENDER
AND THE L/C ISSUER SEVERALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT UPON
DEMAND ITS APPLICABLE SHARE (WITHOUT DUPLICATION) OF ANY AMOUNT SO RECOVERED
FROM OR REPAID BY THE ADMINISTRATIVE AGENT, PLUS INTEREST THEREON FROM THE DATE
OF SUCH DEMAND TO THE DATE SUCH PAYMENT IS MADE AT A RATE PER ANNUM EQUAL TO THE
FEDERAL FUNDS RATE FROM TIME TO TIME IN EFFECT.
THE OBLIGATIONS OF
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THE LENDERS AND THE L/C ISSUER UNDER CLAUSE (B) OF THE PRECEDING SENTENCE SHALL
SURVIVE THE PAYMENT IN FULL OF THE OBLIGATIONS AND THE TERMINATION OF THIS
AGREEMENT.
10.06.
SUCCESSORS AND ASSIGNS.
(A)
SUCCESSORS AND ASSIGNS GENERALLY.
THE PROVISIONS OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
PERMITTED HEREBY, EXCEPT THAT THE BORROWER MAY NOT ASSIGN OR OTHERWISE TRANSFER
ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND EACH LENDER, AND
NO LENDER MAY ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS
HEREUNDER EXCEPT (I) TO AN ASSIGNEE IN ACCORDANCE WITH THE PROVISIONS OF
SUBSECTION (B) OF THIS SECTION, (II) BY WAY OF PARTICIPATION IN ACCORDANCE WITH
THE PROVISIONS OF SUBSECTION (D) OF THIS SECTION, (III) BY WAY OF PLEDGE OR
ASSIGNMENT OF A SECURITY INTEREST SUBJECT TO THE RESTRICTIONS OF SUBSECTION
(F) OF THIS SECTION OR (IV) TO AN SPC IN ACCORDANCE WITH THE PROVISIONS OF
SUBSECTION (G) OF THIS SECTION (AND ANY OTHER ATTEMPTED ASSIGNMENT OR TRANSFER
BY ANY PARTY HERETO SHALL BE NULL AND VOID).
NOTHING IN THIS AGREEMENT,
EXPRESSED OR IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY PERSON (OTHER