AND ANY SUCH OTHER DOCUMENTS, AND (D) TO PAY, INDEMNIFY, AND HOLD
EACH INDEMNITEE HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL) WITH RESPECT TO THE
EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE USE OF THE PROCEEDS OF THE LOANS AND
ANY SUCH OTHER DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING
RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY
ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF THE COMPANY, ANY OF ITS
SUBSIDIARIES OR ANY OF THE PROPERTIES (ALL THE FOREGOING IN THIS CLAUSE (D),
COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), PROVIDED THAT THE COMPANY SHALL
HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED
LIABILITIES TO THE EXTENT DETERMINED BY A FINAL JUDGMENT OF A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
91
OF SUCH INDEMNITEE OR SUCH INDEMNITEE'S RELATED PARTIES.
THE AGREEMENTS IN THIS
SUBSECTION 14.5 SHALL SURVIVE REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS
PAYABLE HEREUNDER.
14.6.
SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.
(A)
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWERS, THE
LENDERS, THE AGENTS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT
NONE OF THE BORROWERS MAY ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER.
(B)
ANY LENDER MAY, IN THE ORDINARY COURSE OF ITS COMMERCIAL BANKING BUSINESS
AND IN ACCORDANCE WITH APPLICABLE LAW, AT ANY TIME SELL TO ONE OR MORE BANKS OR
OTHER FINANCIAL INSTITUTIONS ("PARTICIPANTS") PARTICIPATING INTERESTS IN ANY
LOAN OWING TO SUCH LENDER, ANY COMMITMENT OF SUCH LENDER OR ANY OTHER INTEREST
OF SUCH LENDER HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS; PROVIDED THAT ANY
LENDER WHICH SELLS SUCH PARTICIPATING INTERESTS TO A PARTICIPANT WHICH IS NOT A
COMMERCIAL BANK, SAVINGS BANK OR FINANCE COMPANY SHALL GIVE NOTICE TO THE
COMPANY, IDENTIFYING SUCH PARTICIPANT, PROMPTLY FOLLOWING THE CONSUMMATION OF
SUCH SALE.
IN THE EVENT OF ANY SUCH SALE BY A LENDER OF A PARTICIPATING
INTEREST TO A PARTICIPANT, SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT TO THE
OTHER PARTIES TO THIS AGREEMENT SHALL REMAIN UNCHANGED, SUCH LENDER SHALL REMAIN
SOLELY RESPONSIBLE FOR THE PERFORMANCE THEREOF, SUCH LENDER SHALL REMAIN THE
HOLDER OF ANY SUCH LOAN FOR ALL PURPOSES UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND THE BORROWERS AND THE ADMINISTRATIVE AGENTS SHALL CONTINUE TO
DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
NO
LENDER SHALL BE ENTITLED TO CREATE IN FAVOR OF ANY PARTICIPANT, IN THE
PARTICIPATION AGREEMENT PURSUANT TO WHICH SUCH PARTICIPANT'S PARTICIPATING
INTEREST SHALL BE CREATED OR OTHERWISE, ANY RIGHT TO VOTE ON, CONSENT TO OR
APPROVE ANY MATTER RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT