SUCH
BORROWER OR SUCH LOAN PARTY HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN
ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION.
(C)
REIMBURSEMENT BY LENDERS.
TO THE EXTENT THAT ANY BORROWER FOR
ANY REASON FAILS TO INDEFEASIBLY PAY ANY AMOUNT REQUIRED UNDER SUBSECTION (A)
OR (B) OF THIS SECTION TO BE PAID BY IT TO THE ADMINISTRATIVE AGENT (OR ANY
SUB-AGENT THEREOF), EACH OTHER AGENT, THE L/C ISSUER OR ANY RELATED PARTY OF ANY
OF THE FOREGOING, EACH LENDER SEVERALLY AGREES TO PAY TO THE ADMINISTRATIVE
AGENT (OR ANY SUCH SUB-AGENT), THE L/C ISSUER 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 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) OR THE L/C
ISSUER 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) OR L/C
ISSUER IN CONNECTION WITH SUCH CAPACITY.
THE OBLIGATIONS OF THE LENDERS UNDER
THIS SUBSECTION (C) ARE SUBJECT TO THE PROVISIONS OF SECTION 2.12(C).
(D)
WAIVER OF CONSEQUENTIAL DAMAGES, ETC.
TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, NO BORROWER SHALL ASSERT, AND EACH 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 CREDIT OR THE
USE OF THE PROCEEDS THEREOF.
NO INDEMNITEE REFERRED TO IN SUBSECTION (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
114
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 TEN BUSINESS DAYS AFTER DEMAND THEREFOR.
(F)
WAIVER OF JUDGMENT INTEREST ACT (ALBERTA).
TO THE EXTENT
PERMITTED BY LAW, THE PROVISIONS OF THE JUDGMENT INTEREST ACT (ALBERTA) SHALL
NOT APPLY TO THE CANADIAN LOANS AND THE OTHER LOAN DOCUMENTS AND ARE HEREBY
EXPRESSLY WAIVED BY THE CANADIAN BORROWER.
(G)
DEEMED REINVESTMENT NOT APPLICABLE.
FOR THE PURPOSES OF THE
INTEREST ACT (CANADA), THE PRINCIPLE OF DEEMED REINVESTMENT OF INTEREST SHALL
NOT APPLY TO ANY INTEREST CALCULATION UNDER THE LOAN DOCUMENTS, AND THE RATES OF
INTEREST STIPULATED IN THIS AGREEMENT ARE INTENDED TO BE NOMINAL RATES AND NOT
EFFECTIVE RATES OR YIELDS.
(H)
SURVIVAL.
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE
RESIGNATION OF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER, THE REPLACEMENT OF
ANY