(I) THE OWNERSHIP
OR USE OF ANY OF THE COLLATERAL OR THE LIEN OF THE SECURITY AGENT OR THE BANKS
IN THE COLLATERAL, (II) THE FAILURE ON THE PART OF THE BORROWER TO COMPLY AND
THE FAILURE OF ANY LESSEES UNDER ELIGIBLE LEASES TO COMPLY IN ALL RESPECTS WITH
THE LAWS OF THE UNITED STATES OF AMERICA AND OTHER JURISDICTIONS IN WHICH THE
COLLATERAL OR ANY PART THEREOF MY BE OPERATED AND WITH ALL LAWFUL ACTS, RULES,
REGULATIONS AND ORDERS OF ANY COMMISSIONS, BOARDS OR OTHER LEGISLATIVE,
EXECUTIVE, ADMINISTRATIVE OR JUDICIAL BODIES OR OFFICERS HAVING POWER TO
REGULATE OR SUPERVISE ANY OF THE COLLATERAL, AND (III) THE EXECUTION, DELIVERY,
CONSUMMATION, WAIVER, CONSENT, AMENDMENT, ENFORCEMENT, PERFORMANCE AND
ADMINISTRATION OF THE LOAN DOCUMENTS, OR THE USE BY THE BORROWER OF THE PROCEEDS
OF EACH LOAN UNDER THIS AGREEMENT; (IV) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF ANY MATERIAL FACT BY THE BORROWER; (V) ANY OMISSION OR ALLEGED
OMISSION TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED IN SUCH DOCUMENT OR
SCHEDULE, OR NECESSARY TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH MADE, NOT MISLEADING; (VI) ANY ACTS, PRACTICES OR
OMISSIONS OR ALLEGED ACTS, PRACTICES OR OMISSIONS OF THE BORROWER OR ITS AGENTS
OR REPRESENTATIVES RELATED TO THE MAKING OF ANY ACQUISITION,
74
PURCHASE OF SHARES OR ASSETS PURSUANT THERETO, FINANCING OF SUCH PURCHASES OR
THE CONSUMMATION OF ANY OTHER TRANSACTIONS CONTEMPLATED BY ANY SUCH ACQUISITIONS
WHICH ARE ALLEGED TO BE IN VIOLATION OF ANY FEDERAL SECURITIES LAW OR OF ANY
OTHER STATUTE, REGULATION OR OTHER LAW OF ANY JURISDICTION APPLICABLE TO THE
MAKING OF ANY SUCH ACQUISITION, THE PURCHASE OF SHARES OR ASSETS PURSUANT
THERETO, THE FINANCING OF SUCH PURCHASES OR THE CONSUMMATION OF THE OTHER
TRANSACTIONS CONTEMPLATED BY ANY SUCH ACQUISITION; OR (VII) ANY WITHDRAWALS,
TERMINATION OR CANCELLATION OF ANY SUCH PROPOSED ACQUISITION FOR ANY REASON
WHATSOEVER.
THE INDEMNITY SET FORTH HEREIN SHALL BE IN ADDITION TO ANY OTHER
OBLIGATIONS OR LIABILITIES OF THE BORROWER TO THE INDEMNIFIED PARTIES UNDER ANY
OF THE LOAN DOCUMENTS OR AT COMMON LAW OR OTHERWISE.
(C)
THE PROVISIONS OF THIS SECTION 11.01 SHALL SURVIVE THE PAYMENT OF
THE NOTES AND THE TERMINATION OF THIS AGREEMENT.
SECTION 11.02.
TAXES.
(A)
IF IT SHALL BE DETERMINED THAT ANY FEDERAL,
STATE OR LOCAL TAX IS PAYABLE IN RESPECT OF THE ISSUANCE OF ANY NOTE (OTHER THAN
ANY TAX ON OR MEASURED BY THE NET INCOME OF THE BANKS PURSUANT TO APPLICABLE
FEDERAL, STATE OR LOCAL INCOME TAX LAWS), OR IN CONNECTION WITH THE FILING OR
RECORDING OF ANY ASSIGNMENTS, MORTGAGES, FINANCING STATEMENTS, OR OTHER
DOCUMENTS (WHETHER MEASURED BY THE AMOUNT OF INDEBTEDNESS SECURED OR OTHERWISE)
AS CONTEMPLATED BY THIS AGREEMENT (OTHER THAN IN RESPECT OF TAX PENALTIES
IMPOSED SOLELY BY REASON OF ANY ACT OR OMISSION OF THE ADMINISTRATIVE AGENT OR
ANY OF THE BANKS COMMITTED IN BAD FAITH OR WITH GROSS NEGLIGENCE), THEN THE
BORROWER AGREES TO PAY ANY SUCH TAX AND ALL INTEREST AND PENALTIES, IF ANY, AND