PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING, WITHOUT LIMITATION, 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 THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THE PROPERTIES
AND THE FEES AND DISBURSEMENTS AND OTHER CHARGES OF LEGAL COUNSEL IN CONNECTION
WITH CLAIMS, ACTIONS OR PROCEEDINGS BY ANY INDEMNITEE AGAINST THE BORROWER
HEREUNDER (ALL THE FOREGOING IN THIS CLAUSE (D), COLLECTIVELY, THE "INDEMNIFIED
LIABILITIES"), PROVIDED, THAT THE BORROWER SHALL HAVE NO OBLIGATION HEREUNDER 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 JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, BAD
FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
NO INDEMNITEE SHALL BE LIABLE
FOR (I) CONSEQUENTIAL DAMAGES AS A RESULT OF ANY FAILURE TO FUND ANY OF THE
FACILITIES OR (II) ANY DAMAGES ARISING FROM THE USE BY UNAUTHORIZED PERSONS OF
INFORMATION OR OTHER MATERIALS SENT THROUGH ELECTRONIC, TELECOMMUNICATIONS OR
OTHER INFORMATION TRANSMISSION SYSTEMS THAT ARE INTERCEPTED BY SUCH PERSONS OR
FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH
THE FACILITIES (UNLESS SUCH DAMAGES RESULTED DIRECTLY FROM THE GROSS NEGLIGENCE,
BAD FAITH OR WILLFUL MISCONDUCT OF THE PERSON CLAIMING THE PROTECTIONS OF CLAUSE
(II)).
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 SO 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 MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY
INDEMNITEE; PROVIDED, HOWEVER, THAT THE BORROWER SHALL RETAIN ALL SUCH RIGHTS OF
RECOVERY WITH RESPECT TO ANY LIABILITIES ARISING UNDER ENVIRONMENTAL LAWS
RESULTING FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH
INDEMNITEE.
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE NOT LATER THAN
30 DAYS AFTER WRITTEN DEMAND THEREFOR.
STATEMENTS PAYABLE BY THE BORROWER
PURSUANT TO THIS SECTION SHALL BE SUBMITTED TO DEBORAH A. WENSEL (TELEPHONE NO.
(630) 574-2948) (FAX NO. (630) 574-3007), AT THE ADDRESS OF THE BORROWER SET
FORTH IN SECTION 9.2, OR TO SUCH OTHER PERSON OR ADDRESS AS MAY BE HEREAFTER
DESIGNATED BY THE BORROWER IN A NOTICE TO THE ADMINISTRATIVE AGENT.
THE
AGREEMENTS IN THIS SECTION SHALL SURVIVE REPAYMENT OF THE LOANS AND ALL OTHER
AMOUNTS PAYABLE HEREUNDER.
SECTION 9.5.
SETOFF.
IN ADDITION TO AND NOT IN LIMITATION OF ANY RIGHTS OF ANY
LENDER UNDER APPLICABLE LAW, EACH LENDER SHALL, UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF ANY
78
EVENT OF DEFAULT DESCRIBED IN SECTION 7.1(A) OR SECTION 7.1(E), HAVE THE RIGHT
TO APPROPRIATE AND APPLY TO