BE PAID BY IT TO THE
ADMINISTRATIVE AGENT (OR ANY SUB-AGENT THEREOF), OR ANY RELATED PARTY OF ANY OF
THE FOREGOING, EACH LENDER SEVERALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT
(OR ANY SUCH SUB-AGENT), OR SUCH RELATED PARTY, AS THE CASE MAY BE, SUCH
LENDER'S COMMITMENT 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) 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) IN CONNECTION WITH SUCH CAPACITY.
(D)
WAIVER OF CONSEQUENTIAL DAMAGES, ETC.
TO
THE FULLEST EXTENT PERMITTED BY REQUIREMENTS OF LAW, THE CREDIT 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 CREDIT DOCUMENT OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN
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 CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE
THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT IN FULL OF THE OBLIGATIONS.
118
SECTION 10.6
SUCCESSORS AND ASSIGNS; PARTICIPATIONS.
(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 NEITHER THE BORROWERS NOR ANY OTHER CREDIT PARTY MAY ASSIGN OR
OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND ANY ATTEMPT BY ANY CREDIT PARTY
TO ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID.
(B)
ASSIGNMENTS BY LENDERS.
ANY LENDER MAY AT
ANY TIME ASSIGN TO ANY PERSON WHICH IS AN ELIGIBLE TRANSFEREE (EACH SUCH PERSON,
AN "ASSIGNEE") ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE LOANS AT THE
TIME OWING TO IT) AND THE OTHER CREDIT DOCUMENTS; PROVIDED THAT ANY SUCH
ASSIGNMENT SHALL BE SUBJECT TO THE FOLLOWING CONDITIONS:
(I)
MINIMUM AMOUNTS.
(A)
IN THE CASE OF AN ASSIGNMENT OF THE ENTIRE
REMAINING AMOUNT OF THE ASSIGNING LENDER'S COMMITMENT AND THE LOANS AT THE TIME
OWING TO IT OR IN THE CASE OF AN ASSIGNMENT TO A