SUCH OTHER DOCUMENTS, INCLUDING ANY
OF THE FOREGOING RELATING TO THE USE OF PROCEEDS OF THE LOANS OR THE VIOLATION
OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO
THE OPERATIONS OF ANY BORROWER OR ANY OF THE PROPERTIES AND THE REASONABLE FEES
AND EXPENSES OF LEGAL COUNSEL IN CONNECTION WITH CLAIMS, ACTIONS OR PROCEEDINGS
BY ANY INDEMNITEE AGAINST ANY LOAN PARTY UNDER ANY LOAN DOCUMENT (ALL THE
FOREGOING IN THIS CLAUSE (E), COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"),
PROVIDED, THAT TMP SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH
RESPECT TO INDEMNIFIED LIABILITIES OF SUCH INDEMNITEE TO THE EXTENT SUCH
INDEMNIFIED LIABILITIES ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A
COURT OF COMPETENT 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, EACH BORROWER AGREES NOT TO ASSERT AND
TO CAUSE ITS SUBSIDIARIES NOT TO ASSERT, AND HEREBY WAIVES AND AGREES TO CAUSE
ITS SUBSIDIARIES TO 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 MAY HAVE BY STATUTE OR OTHERWISE
AGAINST ANY INDEMNITEE, EXCEPT TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
ALL AMOUNTS DUE UNDER THIS
SECTION 11.5 SHALL BE PAYABLE NOT LATER THAN TWENTY DAYS AFTER WRITTEN DEMAND
THEREFOR.
STATEMENTS PAYABLE BY TMP PURSUANT TO THIS SECTION 11.5 SHALL BE
SUBMITTED TO DAVID TRAPANI (TELEPHONE NO. 212-351-7106) (TELECOPY
NO. 917-256-8506), AT THE ADDRESS OF TMP SET FORTH IN SECTION 11.2, OR TO SUCH
OTHER PERSON OR ADDRESS AS MAY BE HEREAFTER DESIGNATED BY TMP IN A WRITTEN
NOTICE TO THE ADMINISTRATIVE AGENT.
THE AGREEMENTS IN THIS SECTION 11.5 SHALL
SURVIVE REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
11.6.
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 BORROWERS 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 BORROWERS 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.
(B)
(I)
SUBJECT TO THE CONDITIONS SET FORTH IN PARAGRAPH (II) BELOW,
ANY LENDER MAY ASSIGN TO ONE OR MORE ASSIGNEES (EACH, AN "ASSIGNEE") 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) OF:
(A)
THE BORROWERS,