Claims Against Lenders. Neither Agent nor any Lender shall not be in default under this Agreement, or under any other Loan Documents, unless a written notice specifically setting forth the claim of any Borrower shall have been given to Agent within three (3) months after such Borrower first had knowledge of the occurrence of the event which such Borrower alleges gave rise to such claim and such person does not remedy or cure the default, if any there be, promptly thereafter. Each Borrower waives any claim, set-off or defense against Agent or any Lender arising by reason of any alleged default by Agent or any Lender as to which such Borrower does not give such notice timely as aforesaid. Each Borrower acknowledges that such waiver is or may be essential to the Lenders’ ability to enforce its remedies without delay and that such waiver therefore constitutes a substantial part of the bargain between the Lenders and Borrowers with regard to the Loan.
Claims Against Lenders. If a claim or action is ever made upon or commenced against Administrative Agent or any Lender for repayment or recovery of any amount or amounts received by such Person in payment or on account of any of the Obligations of Upper Tier Borrower due under this Agreement or any of the Facility Notes or other Loan Documents, including, but not limited to, a preference action pursuant to 11 U.S.C. §§547 and 550, and such Person repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body, or (b) any settlement or compromise of any such claim effected by such Person with any such claimant (including Upper Tier Borrower), then and in such event Upper Tier Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Upper Tier Borrower, notwithstanding any revocation hereof, or the return, release, or cancellation of this Agreement or the cancellation of any note or other instrument evidencing any liability of Upper Tier Borrower, and Upper Tier Borrower shall be and remain liable and obligated to indemnify such Person for its reasonable attorneys’ fees incurred in defending against such claim or action and for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.
Claims Against Lenders. Subject to the rights of Purchaser under the Commitment Letter, none of the parties hereto, nor any of their respective Affiliates, shall have any rights or claims (whether based in contract, tort, fraud, strict liability, other Laws or otherwise) against the Lenders or any Representative or Affiliate thereof (collectively, the “Debt Financing Sources”) with respect to the Transaction, this Agreement, any related agreement, the Commitment Letter or any other agreements relating to the Transaction or the financing for the Transaction or the definitive loan documentation for the Debt Financing. The Debt Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims (whether based in contract, tort, fraud, strict liability, other Laws or otherwise) against the Sellers or any of their respective Representatives or Affiliates (other than the Company or any of its Subsidiaries) or, prior to the Closing, the Company or any of its Subsidiaries, with respect to the Transaction, this Agreement, any related agreement, the Commitment Letter or any other agreements relating to the Transaction or the financing for the Transaction or the definitive loan documentation for the Debt Financing; provided that this shall not preclude enforcement of rights of Purchaser under the Transaction Documents that have been collaterally assigned to any Debt Financing Source. Without limiting the foregoing and notwithstanding anything to the contrary contained herein, each of the parties hereto agrees that it will not, and will not permit any of its Affiliates to, bring or support any Legal Proceeding (whether at law, in equity, in contract, in tort or otherwise) against a Debt Financing Source or any Representative or Affiliate thereof in any way relating to financing this Agreement or the Transaction, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof (other than rights of the parties under the Commitment Letter against the other parties thereto). Notwithstanding the immediately preceding sentence, in the event any such Legal Proceeding is commenced in violation of the immediately preceding sentence, any such Legal Proceeding may not be initiated or continued in any forum other than the Supreme Court of the State of New York, County of New York or in the United States District Court for the Southern District of New York (and any appellate court from any thereof). IN FURTH...
