THE USE OF PROCEEDS OF THE LOANS OR THE VIOLATION
OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY 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, INVESTIGATIONS, LITIGATION, 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, HOLDINGS AND THE BORROWER AGREE NOT TO ASSERT AND TO CAUSE THEIR
SUBSIDIARIES NOT TO ASSERT, AND HEREBY WAIVE AND AGREE TO CAUSE THEIR
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 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
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CONTEMPLATED HEREBY, THE RELATED