AND EACH LENDER AND THE
ALLOCATED REASONABLE COST OF INTERNAL COUNSEL TO THE AGENT AND EACH LENDER, (C)
TO PAY, AND INDEMNIFY AND HOLD HARMLESS EACH LENDER AND THE AGENT FROM, ANY AND
ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR
RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH
MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY, THIS AGREEMENT OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF,
OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE NOTES, THE
OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, (D) TO PAY ALL COSTS AND
EXPENSES OF THE AGENT AND THE LENDERS INCURRED IN CONNECTION WITH THE COLLATERAL
AUDITS CONTEMPLATED BY SECTION 5.6 AND (E) TO PAY AND INDEMNIFY AND HOLD
HARMLESS EACH LENDER AND THE AGENT FROM AND AGAINST, ANY AND ALL OTHER
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS (INCLUDING, WITHOUT LIMITATION, THE ALLOCATED REASONABLE COST OF INTERNAL
COUNSEL AND THE REASONABLE LEGAL FEES AND DISBURSEMENTS OF OUTSIDE COUNSEL TO
THE LENDERS AND THE AGENT), EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY AND ENFORCEMENT OF THIS
AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS OR THE USE OF THE LETTERS OF
CREDIT OR THE PROCEEDS OF THE LOANS AND ANY SUCH OTHER DOCUMENTS (ALL THE
FOREGOING, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), PROVIDED, THAT THE
BORROWER SHALL HAVE NO OBLIGATION HEREUNDER TO THE AGENT OR ANY LENDER WITH
RESPECT TO INDEMNIFIED LIABILITIES ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE AGENT OR SUCH LENDER OR THEIR AGENTS OR ATTORNEYS-IN-FACT.
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT,
THE EXPIRATION OF THE LETTERS OF CREDIT AND THE PAYMENT OF THE NOTES AND ALL
OTHER AMOUNTS PAYABLE HEREUNDER.
9.6
SUCCESSORS AND ASSIGNS; PARTICIPATION; PURCHASING LENDERS.
(A)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE BORROWER, THE LENDERS, THE AGENT, ALL FUTURE HOLDERS OF THE NOTES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWER MAY NOT ASSIGN,
TRANSFER OR DELEGATE ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER.
(B)
ANY LENDER MAY AT ANY TIME SELL TO ONE OR MORE BANKS OR OTHER
ENTITIES ("PARTICIPANTS") PARTICIPATING INTERESTS IN THE RIGHTS OF SUCH LENDER
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS; PROVIDED ANY SUCH SALE MUST RESULT
IN THE PARTICIPANT ACQUIRING AT LEAST A $1,000,000 (WITH CONCURRENT SALES TO ONE
OR MORE AFFILIATES OF A PARTICIPANT BEING TREATED AS A SINGLE ASSIGNMENT FOR
PURPOSES OF MEETING SUCH MINIMUM AMOUNT) RISK PARTICIPATION INTEREST IN
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THE AGGREGATE AMOUNT OF OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
A PARTICIPANT SHALL HAVE THE RIGHT ONLY TO VOTE ON THE EXTENSION OF
REGULARLY SCHEDULED MATURITY OF PRINCIPAL OR INTEREST UNDER A NOTE, EXTENSION