INITIATED
BY A THIRD PARTY OR BY ANY BORROWER OR ANY OF ITS AFFILIATES) THAT RELATES TO
THE TRANSACTIONS, INCLUDING THE FINANCING CONTEMPLATED HEREBY, THE ACQUISITION
OR ANY TRANSACTIONS CONNECTED THEREWITH OR WITH RESPECT TO THE EXECUTION,
DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS AND ANY 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, ANY OF THEIR SUBSIDIARIES OR ANY OF THE GROUP
PROPERTIES (ALL THE FOREGOING IN THIS CLAUSE (D), COLLECTIVELY, THE "INDEMNIFIED
LIABILITIES"), PROVIDED THAT THE BORROWERS 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 PRIMARILY FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
ALL AMOUNTS DUE UNDER THIS
SECTION 10.5 SHALL BE PAYABLE PROMPTLY AFTER RECEIPT OF A REASONABLY DETAILED
INVOICE THEREFOR.
STATEMENTS PAYABLE BY THE BORROWERS PURSUANT TO THIS
SECTION 10.5 SHALL BE SUBMITTED TO DAVID MYERS (TELEPHONE NO. (630) 572-8234)
(TELECOPY NO. (639) 572-8518), AT THE ADDRESS OF THE PARENT BORROWER SET FORTH
IN SECTION 10.2, OR TO SUCH OTHER PERSON OR ADDRESS AS MAY BE HEREAFTER
DESIGNATED BY THE PARENT BORROWER IN A WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT.
THE AGREEMENTS IN THIS SECTION 10.5 SHALL SURVIVE REPAYMENT OF THE LOANS
AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
107
10.6
SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND
ASSIGNMENTS.
(A)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE BORROWERS, THE LENDERS, THE ADMINISTRATIVE AGENT,
THE CANADIAN AGENT, ALL FUTURE HOLDERS OF THE LOANS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, EXCEPT THAT NO BORROWER MAY ASSIGN OR TRANSFER ANY OF
ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF EACH LENDER.
(B)
ANY LENDER MAY, WITHOUT THE CONSENT OF ANY
BORROWER, IN ACCORDANCE WITH APPLICABLE LAW, AT ANY TIME SELL TO ONE OR MORE
BANKS, FINANCIAL INSTITUTIONS OR OTHER ENTITIES (EACH, A "PARTICIPANT")
PARTICIPATING INTERESTS IN ANY LOAN OWING TO SUCH LENDER, ANY COMMITMENT OF SUCH
LENDER OR ANY OTHER INTEREST OF SUCH LENDER HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS.
IN THE EVENT OF ANY SUCH SALE BY A LENDER OF A PARTICIPATING
INTEREST TO A PARTICIPANT, SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT TO THE
OTHER PARTIES TO THIS AGREEMENT SHALL REMAIN UNCHANGED, SUCH LENDER SHALL REMAIN
SOLELY RESPONSIBLE FOR THE PERFORMANCE THEREOF, SUCH LENDER SHALL REMAIN THE
HOLDER OF ANY SUCH LOAN FOR ALL PURPOSES UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND THE PARENT BORROWER AND THE ADMINISTRATIVE AGENT (OR THE CANADIAN
AGENT, AS APPLICABLE) SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH
LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
IN NO EVENT SHALL ANY PARTICIPANT UNDER
ANY SUCH PARTICIPATION HAVE