(Y) GENERATED OR RELEASED BY ANY OF THE
NOTE PARTIES OR (Z) RELATED TO ANY ENVIRONMENTAL LIABILITY (THE "INDEMNIFIED
LIABILITIES"); PROVIDED THAT NO NOTE PARTY SHALL HAVE ANY OBLIGATION TO AN
INDEMNITEE HEREUNDER WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH
INDEMNIFIED LIABILITIES ARE DETERMINED BY A FINAL AND NONAPPEALABLE DECISION OF
A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE,
BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR ANY OF ITS PARTNERS,
MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS.
NOTWITHSTANDING
ANY THING TO THE CONTRARY SET FORTH HEREIN, THE AGREEMENTS AND OBLIGATIONS OF
THE NOTE PARTIES CONTAINED IN THIS SECTION 14.5 SHALL SURVIVE THE PAYMENT IN
FULL OF PRINCIPAL, INTEREST AND ALL OTHER AMOUNTS PAYABLE HEREUNDER AND UNDER
ANY OF THE OTHER SUBORDINATED NOTE DOCUMENTS.
(B)
NO PARTY HERETO SHALL HAVE ANY LIABILITY TO
ANY OTHER PARTY HERETO (WHETHER IN TORT, CONTRACT, OR OTHERWISE) FOR
CONSEQUENTIAL DAMAGES SUFFERED BY SUCH OTHER PARTY IN CONNECTION WITH, ARISING
OUT OF, OR IN ANY WAY RELATED TO, THE TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED
BY THE SUBORDINATED NOTE DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN
CONNECTION THEREWITH, OR FOR ANY SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND
EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW,
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER ANY OF THE FOREGOING.
14.6
SUCCESSORS AND ASSIGNS; NO THIRD-PARTY
BENEFICIARIES.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY THE COMPANY AND EACH OF THE PURCHASERS AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS AND, IN PARTICULAR, SHALL INURE TO THE BENEFIT
OF AND BE ENFORCEABLE BY ANY PURCHASER OR PURCHASERS HOLDING THE NOTES FROM TIME
TO TIME, EXCEPT THAT NO NOTE PARTY SHALL HAVE THE RIGHT TO ASSIGN ITS RIGHTS
HEREUNDER OR ANY INTEREST THEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF THE
PURCHASERS.
ANY SUCH PURPORTED ASSIGNMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE PURCHASERS SHALL BE NULL AND VOID AB INITIO.
EXCEPT AS EXPRESSLY SET FORTH
HEREIN, NOTHING IN THIS AGREEMENT SHALL CONFER ANY CLAIM, RIGHT, INTEREST OR
REMEDY ON ANY THIRD PARTY OR INURE TO THE BENEFIT OF ANY THIRD PARTY.
14.7
SURVIVAL OF AGREEMENTS; REPRESENTATIONS AND
WARRANTIES.
ALL AGREEMENTS, REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT, THE NOTES, THE OPERATIVE DOCUMENTS OR ANY OTHER INSTRUMENT OR
DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR MADE IN WRITING BY OR
ON BEHALF OF ANY OF THE NOTE PARTIES IN CONNECTION HEREWITH OR THEREWITH, SHALL
SURVIVE THE EXECUTION AND DELIVERY HEREOF AND THEREOF,
82
REGARDLESS OF ANY INVESTIGATION MADE BY THE PURCHASERS OR ON BEHALF OF THE
PURCHASERS.
ALL STATEMENTS IN ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY
OR ON BEHALF OF ANY OF THE NOTE PARTIES PURSUANT TO THE TERMS OF THIS AGREEMENT
SHALL CONSTITUTE WARRANTIES AND REPRESENTATIONS HEREUNDER.
ALL OBLIGATIONS
HEREUNDER (OTHER THAN PAYMENT OF THE NOTES, BUT INCLUDING, WITHOUT LIMITATION,
REIMBURSEMENT OBLIGATIONS IN RESPECT OF COSTS, EXPENSES AND FEES) SHALL SURVIVE
THE PAYMENT OF THE NOTES AND