PROPERTY OWNED
OR OPERATED BY BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL
LIABILITY RELATED IN ANY WAY TO BORROWER OR ANY OF ITS SUBSIDIARIES, OR (V) ANY
ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO
ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND
REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH
INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH
LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A
COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE
RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
(C)
TO THE EXTENT THAT BORROWER FAILS TO PAY ANY AMOUNT REQUIRED TO BE
PAID BY IT TO THE ADMINISTRATIVE AGENT, THE COLLATERAL TRUSTEE OR THE L/C ISSUER
UNDER PARAGRAPH (A) OR (B) OF THIS SECTION, EACH LENDER SEVERALLY AGREES TO PAY
TO THE ADMINISTRATIVE AGENT, THE COLLATERAL TRUSTEE OR THE L/C ISSUER, AS THE
CASE MAY BE, SUCH LENDER'S APPLICABLE PERCENTAGE (DETERMINED AS OF THE TIME THAT
THE APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH
UNPAID AMOUNT; PROVIDED THAT THE UNREIMBURSED EXPENSE OR INDEMNIFIED LOSS,
CLAIM, DAMAGE, LIABILITY OR RELATED EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY
OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE COLLATERAL TRUSTEE OR THE L/C
ISSUER, AS THE CASE MAY BE, IN ITS CAPACITY AS SUCH.
(D)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER SHALL NOT
ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF
LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED
TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT
OF, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE
TRANSACTIONS, ANY LOAN, ANY LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF.
(E)
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE PROMPTLY AFTER
WRITTEN DEMAND THEREFOR.
ALL AMOUNTS DUE UNDER PARAGRAPH (A)(I) OF THIS SECTION
THAT ARE NOT PAID PRIOR TO THE EFFECTIVE DATE SHALL BE DUE AND PAYABLE IN FULL
ON THE EFFECTIVE DATE.
(F)
THE INDEMNITEES HEREIN IN THIS SECTION 10.06 SET FORTH ARE IN
ADDITION TO THE OBLIGATIONS OF BORROWER TO PAY INDEMNIFICATION ON ACCOUNT OF
TAXES AND OTHER TAXES, AS PROVIDED IN SECTION 2.12 HEREOF.
SECTION 10.07
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, EXCEPT THAT BORROWER MAY NOT ASSIGN OR OTHERWISE TRANSFER ANY
OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT, THE L/C ISSUER AND EACH LENDER (AND ANY ATTEMPTED
ASSIGNMENT OR TRANSFER BY BORROWER WITHOUT SUCH CONSENT SHALL BE NULL AND
VOID).
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 AND, TO THE EXTENT