ENVIRONMENTAL LAW APPLICABLE TO
THE OPERATIONS OR CURRENT OR FORMER PROPERTIES OF ANY GROUP MEMBER 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 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. 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 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, ARISING 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, BAD FAITH OR WILLFUL MISCONDUCT
OF SUCH INDEMNITEE. ALL AMOUNTS DUE UNDER THIS SECTION 11.5 SHALL BE PAYABLE NOT
LATER THAN TEN DAYS AFTER WRITTEN DEMAND THEREFOR. STATEMENTS PAYABLE BY THE
BORROWER PURSUANT TO THIS SECTION 11.5 SHALL BE SUBMITTED TO ROBERT C. BECKER
(TELEPHONE NO.:
(212) 754-2233 AND TELECOPY NO:
(212) 754-2372), AT THE
ADDRESS OF THE BORROWER SET FORTH IN SECTION 11.2, 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 11.5 SHALL SURVIVE
REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
11.6.
SUCCESSORS AND ASSIGNS. (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
ANY 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
96
LENDER MAY ASSIGN OR OTHERWISE TRANSFER ITS RIGHTS OR OBLIGATIONS HEREUNDER
EXCEPT IN ACCORDANCE WITH THIS SECTION. NOTHING IN THIS AGREEMENT, EXPRESSED OR
IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY PERSON (OTHER THAN THE PARTIES
HERETO, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY (INCLUDING ANY
AFFILIATE OF ANY ISSUING LENDER THAT ISSUES ANY LETTER OF CREDIT), PARTICIPANTS
(TO THE EXTENT PROVIDED IN PARAGRAPH (C) OF THIS SECTION) AND, TO THE EXTENT
EXPRESSLY CONTEMPLATED HEREBY, THE RELATED PARTIES OF EACH OF THE ADMINISTRATIVE
AGENT, THE ISSUING LENDERS AND THE LENDERS) ANY LEGAL OR EQUITABLE RIGHT, REMEDY
OR CLAIM