ANY SUCH SUB-AGENT), THE COLLATERAL AGENTS (OR ANY SUB-AGENT THEREOF),
THE ISSUING BANK, THE SWINGLINE LENDERS OR SUCH RELATED PARTY, AS THE CASE MAY
BE, SUCH LENDER'S PRO RATA SHARE (DETERMINED AS OF THE TIME THAT THE APPLICABLE
UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH UNPAID AMOUNT;
PROVIDED 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 (OR ANY SUCH SUB-AGENT), THE COLLATERAL AGENTS
(OR ANY SUB-AGENT THEREOF), THE SWINGLINE LENDERS OR THE ISSUING BANK IN ITS
CAPACITY AS SUCH, OR AGAINST ANY RELATED PARTY OF ANY OF THE FOREGOING ACTING
FOR THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT), THE COLLATERAL AGENTS (OR
ANY SUB-AGENT THEREOF), THE SWINGLINE LENDERS OR ISSUING BANK IN CONNECTION WITH
SUCH CAPACITY.
THE OBLIGATIONS OF THE LENDERS UNDER THIS PARAGRAPH (C) ARE
SUBJECT TO THE PROVISIONS OF SECTION 2.14.
FOR PURPOSES HEREOF, A LENDER'S "PRO
RATA SHARE" SHALL BE DETERMINED BASED UPON ITS SHARE OF THE SUM OF THE TOTAL
REVOLVING EXPOSURE AND UNUSED COMMITMENTS AT THE TIME.
(D)
WAIVER OF CONSEQUENTIAL DAMAGES, ETC.
TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NO LOAN PARTY SHALL ASSERT, AND
EACH LOAN PARTY HEREBY WAIVES, 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 LETTER OF
174
CREDIT 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 LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(E)
PAYMENTS.
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE NOT
LATER THAN THREE (3) BUSINESS DAYS AFTER DEMAND THEREFOR.
SECTION 11.04. 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 THE
BORROWERS MAY NOT ASSIGN OR OTHERWISE TRANSFER ANY OF THEIR RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENTS, THE ISSUING BANK, THE SWINGLINE LENDERS AND EACH
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 11.04, (II) BY WAY OF PARTICIPATION
IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (D) OF THIS SECTION 11.04 OR
(III) BY WAY OF PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST SUBJECT TO THE
RESTRICTIONS OF PARAGRAPH (F) OF THIS