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 SUCH AGENT, SUCH ISSUING BANK OR
SUCH LENDER IN ITS CAPACITY AS SUCH.
FOR PURPOSES HEREOF, A LENDER'S "PRO RATA
SHARE" SHALL BE DETERMINED BASED UPON ITS SHARE OF THE SUM OF THE TOTAL
REVOLVING EXPOSURES, OUTSTANDING TERM LOANS AND UNUSED COMMITMENTS AT THE TIME.
(D)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER SHALL NOT ASSERT,
AND 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 SENIOR LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY OR THEREBY, THE TRANSACTIONS, ANY LOAN OR LETTER OF CREDIT
OR THE USE OF THE PROCEEDS THEREOF.
(E)
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE NOT LATER THAN
10 BUSINESS DAYS AFTER WRITTEN DEMAND THEREFOR.
SECTION 9.04.
SUCCESSORS AND ASSIGNS.
(A)
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 (INCLUDING ANY AFFILIATE OF
ANY ISSUING BANK THAT ISSUES ANY LETTER OF CREDIT), EXCEPT THAT THE BORROWER MAY
NOT ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER (AND ANY ATTEMPTED ASSIGNMENT
OR TRANSFER BY THE BORROWER WITHOUT SUCH CONSENT 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 SUCCESSORS AND ASSIGNS
PERMITTED HEREBY (INCLUDING ANY AFFILIATE OF ANY ISSUING BANK THAT ISSUES ANY
LETTER OF CREDIT) AND, TO THE EXTENT EXPRESSLY CONTEMPLATED HEREBY, THE RELATED
PARTIES OF EACH OF THE AGENTS, THE ISSUING BANKS AND THE LENDERS) ANY LEGAL OR
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF THIS AGREEMENT.
(B)
(I)
SUBJECT TO THE CONDITIONS SET FORTH IN PARAGRAPH (B)(II) BELOW, ANY
LENDER MAY ASSIGN TO ONE OR MORE ASSIGNEES ALL OR A PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENTS
AND THE LOANS AT THE TIME OWING TO IT), WITH THE PRIOR WRITTEN CONSENT (SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED) OF:
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(A) the Borrower; provided that no consent of the Borrower shall be required for
an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an
Event of Default under clause (a), (b), (h), or (i) of Article VII has occurred
and is continuing, any other assignee; and
(B) the Administrative Agent; provided that no consent of the Administrative
Agent shall be required for an assignment to an assignee that is a Lender, an
Affiliate of a Lender or an Approved