OR (B) OF THIS SECTION TO BE PAID BY IT, EACH LENDER SEVERALLY
AGREES TO PAY TO THE ADMINISTRATIVE AGENT OR SUCH RELATED PARTY, AS THE CASE MAY
BE, SUCH LENDER'S APPLICABLE PERCENTAGE (DETERMINED AS OF THE TIME THAT THE
APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH UNPAID
AMOUNT; PROVIDED, HOWEVER, THAT THE UNREIMBURSED EXPENSE OR INDEMNIFIED LOSS,
CLAIM, DAMAGE, LIABILITY OR RELATED EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY
OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ITS CAPACITY AS SUCH, OR AGAINST
ANY RELATED PARTY OF ANY OF THE FOREGOING ACTING FOR THE ADMINISTRATIVE AGENT IN
CONNECTION WITH SUCH CAPACITY.
(D)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LOAN PARTIES SHALL
NOT ASSERT, AND HEREBY WAIVE, ANY CLAIM 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 LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN
OR THE USE OF THE PROCEEDS THEREOF.
(E)
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE ON DEMAND (ACCOMPANIED
BY BACK-UP DOCUMENTATION) THEREFOR.
(F)
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE RESIGNATION OF THE
ADMINISTRATIVE AGENT, THE ASSIGNMENT OF ANY LOAN BY ANY LENDER, THE REPLACEMENT
OF ANY LENDER AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL THE OTHER
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
SECTION 10.05.
REINSTATEMENT; PAYMENTS SET ASIDE.
TO THE EXTENT THAT ANY
PAYMENT BY OR ON BEHALF OF THE LOAN PARTIES IS MADE TO ANY CREDIT PARTY, OR ANY
CREDIT PARTY 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 SUCH CREDIT PARTY 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 SETOFF HAD NOT OCCURRED AND (B) EACH LENDER SEVERALLY AGREES TO PAY TO THE
ADMINISTRATIVE AGENT UPON DEMAND ITS APPLICABLE PERCENTAGE (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 EFFECTIVE RATE FROM TIME TO TIME
IN EFFECT.
THE OBLIGATIONS OF THE LENDERS UNDER CLAUSE (B) OF THE PRECEDING
SENTENCE SHALL SURVIVE THE PAYMENT IN FULL OF THE OBLIGATIONS AND THE
TERMINATION OF THIS AGREEMENT.
SECTION 10.06.
SUCCESSORS AND ASSIGNS.
(A)
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT