TO ANY INDEMNITEE
WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED
LIABILITIES ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF
COMPETENT
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JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH INDEMNITEE. WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE BORROWER AGREES NOT TO ASSERT AND TO CAUSE ITS SUBSIDIARIES
NOT TO ASSERT, AND HEREBY WAIVES AND AGREES TO CAUSE ITS SUBSIDIARIES TO SO
WAIVE, ALL RIGHTS FOR CONTRIBUTION OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT
TO ALL CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES,
COSTS AND EXPENSES OF WHATEVER KIND OR NATURE, UNDER OR RELATED TO ENVIRONMENTAL
LAWS, THAT ANY OF THEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY
INDEMNITEE. ALL AMOUNTS DUE UNDER THIS SECTION 10.5 SHALL BE PAYABLE NOT LATER
THAN 10 DAYS AFTER WRITTEN DEMAND THEREFOR. STATEMENTS PAYABLE BY THE BORROWER
PURSUANT TO THIS SECTION 10.5 SHALL BE SUBMITTED TO CHIEF FINANCIAL OFFICER
(TELEPHONE NO. 972-364-8217) (TELECOPY NO. 972-387-8092), AT THE ADDRESS OF THE
BORROWER SET FORTH IN SECTION 10.2, OR TO SUCH OTHER PERSON OR ADDRESS AS MAY BE
HEREAFTER DESIGNATED BY THE BORROWER IN A WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT. THE AGREEMENTS IN THIS SECTION 10.5 SHALL SURVIVE REPAYMENT OF THE LOANS
AND ALL OTHER AMOUNTS PAYABLE HEREUNDER. BORROWER ACKNOWLEDGES THAT THIS
AGREEMENT CONTAINS PROVISIONS RELEASING EACH INDEMNITEE FROM LIABILITY AND/OR
INDEMNIFYING AND HOLDING HARMLESS EACH INDEMNITEE FOR, AMONG OTHER THINGS,
INDEMNITEE'S OWN NEGLIGENCE. BORROWER AGREES THAT THE RELEASE AND/OR INDEMNITY
PROVISIONS CONTAINED IN THIS AGREEMENT ARE CAPTIONED TO CLEARLY IDENTIFY THE
RELEASE AND/OR INDEMNITY PROVISIONS AND, THEREFORE, ARE SO CONSPICUOUS THAT
BORROWER HAS FAIR NOTICE OF THE EXISTENCE AND CONTENTS OF SUCH PROVISIONS.
BORROWER HEREBY WAIVES ANY DEFENSES IT MIGHT ASSERT AGAINST EACH INDEMNITEE
BASED ON THE HOLDINGS OF THE TEXAS SUPREME COURT IN ETHYL CORP. v. DANIEL CONST.
CO., 725 S.W.2d 705 (TEX. 1987), AND DRESSER INDUSTRIES, INC. v. PAGE PETROLEUM,
INC., 853 S.W.2d 505 (TEX. 1993), AND OF THE UNITED STATES COURT OF APPEALS FOR
THE FIFTH CIRCUIT IN QUORUM HEALTH RESOURCES, L.L.C. v. MAVERICK COUNTY HOSPITAL
DISTRICT, 308 F.3d 451 (5TH CIR. 2002) AND ANY RELATED CASE LAW HOLDINGS.
10.6 Successors and Assigns; Participations and Assignments. (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 the Issuing Lender that issues any Letter of Credit), except
that (i) 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) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section.
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(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender may assign to one or more