THE ISSUING BANK, EACH FRONTING
LENDER, THE AGENTS AND THE AGENT-RELATED PERSONS AND THEIR RESPECTIVE
DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND
AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF
ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY,
ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS, THE RECAPITALIZATION DOCUMENTATION (AS DEFINED IN THE
ORIGINAL CREDIT AGREEMENT), THE RECAPITALIZATION (AS DEFINED IN THE
ORIGINAL CREDIT AGREEMENT) OR THE USE OR PROPOSED USE OF THE PROCEEDS OF
THE LOANS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY AND ANY SUCH OTHER DOCUMENTS, REGARDLESS OF WHETHER ANY AGENT OR
LENDER IS A PARTY TO THE LITIGATION OR OTHER PROCEEDING GIVING RISE THERETO
AND REGARDLESS OF WHETHER ANY SUCH LITIGATION OR OTHER PROCEEDING IS
BROUGHT BY THE COMPANY OR A SUBSIDIARY BORROWER OR ANY OTHER PERSON,
INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING RELATING TO THE
VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW
APPLICABLE TO THE OPERATIONS OF THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY
OF THE PROPERTIES (ALL THE FOREGOING IN THIS CLAUSE (E), COLLECTIVELY, THE
"INDEMNIFIED LIABILITIES"), PROVIDED THAT THE COMPANY AND THE SUBSIDIARY
BORROWERS SHALL HAVE NO OBLIGATION HEREUNDER TO THE AGENTS, ANY LENDER, THE
ISSUING BANK OR ANY FRONTING LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS,
TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO INDEMNIFIED
LIABILITIES ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
PERSON. WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE COMPANY AND EACH SUBSIDIARY BORROWER AGREES NOT TO
ASSERT, AND HEREBY WAIVES, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES NOT TO
ASSERT AND TO WAIVE, ALL RIGHTS OF 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 AGENT OR LENDER. The agreements in this
subsection shall survive repayment of the Loans and all other amounts
payable hereunder.
6.
Successors and Assigns; Participations and Assignments
. (a) This Agreement shall be binding upon and inure to the benefit of the
Company, each Subsidiary Borrower, the Lenders, the Agents and their
respective successors and assigns, except that neither the Company nor any
Subsidiary Borrower may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of each Lender.
a. Any Lender may, in the ordinary course of its commercial banking
business or investment activities and in accordance with applicable
law, at any time sell to one or more banks or other entities
("Participants") 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