ABANDONED FOR ANY REASON OR SHALL HAVE BEEN
DETERMINED ADVERSELY TO THE ADMINISTRATIVE AGENT, THEN AND IN EVERY SUCH CASE
EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH HOLDER OF ANY OF THE
OBLIGATIONS SHALL BE RESTORED TO THEIR FORMER POSITIONS AND RIGHTS HEREUNDER
WITH RESPECT TO THE COLLATERAL SUBJECT TO THE SECURITY INTEREST CREATED UNDER
THIS AGREEMENT (EXCEPT TO THE EXTENT OF ANY SUCH ADVERSE DETERMINATION), AND ALL
RIGHTS, REMEDIES AND POWERS OF THE ADMINISTRATIVE AGENT SHALL CONTINUE (A) AS IF
NO SUCH PROCEEDING HAD BEEN INSTITUTED, IN THE CASE OF ANY SUCH PROCEEDING SO
DISCONTINUED OR ABANDONED, OR (B) AS IF NO PROCEEDING HAD BEEN INSTITUTED,
EXCEPT TO THE EXTENT OF THE DETERMINATION, IN THE CASE OF ANY SUCH PROCEEDING SO
ADVERSELY DETERMINED.
ARTICLE V
INDEMNITY
5.1
INDEMNITY.
(A)
EACH GUARANTOR AGREES TO INDEMNIFY AND HOLD
HARMLESS THE ADMINISTRATIVE AGENT AND EACH SECURED CREDITOR AND THEIR RESPECTIVE
SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS AND SERVANTS (INDIVIDUALLY AN
"INDEMNITEE," AND COLLECTIVELY THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, LOSSES, JUDGMENTS AND LIABILITIES (INCLUDING LIABILITIES FOR
PENALTIES) OF WHATSOEVER KIND OR NATURE, AND TO REIMBURSE EACH INDEMNITEE FOR
ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, GROWING OUT OF OR
RESULTING FROM THIS AGREEMENT OR THE EXERCISE BY ANY INDEMNITEE OF ANY RIGHT OR
REMEDY GRANTED TO IT HEREUNDER OR UNDER ANY INTEREST RATE HEDGING AGREEMENT OR
UNDER ANY OTHER LOAN DOCUMENT (BUT EXCLUDING ANY CLAIMS, DEMANDS, LOSSES,
JUDGMENTS AND LIABILITIES OR EXPENSES TO THE EXTENT INCURRED BY REASON OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE).
IF AND TO THE EXTENT THAT
THE OBLIGATIONS OF SUCH GUARANTOR UNDER THIS SECTION 5.1(A) ARE UNENFORCEABLE
FOR ANY REASON, SUCH GUARANTOR HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO
THE PAYMENT AND SATISFACTION OF SUCH OBLIGATIONS WHICH IS PERMISSIBLE UNDER
APPLICABLE LAW.
(b)
Without limiting the application of Section 5.1(a) hereof, each
Guarantor agrees to pay, or reimburse the Administrative Agent for any and all
reasonable fees, costs and expenses of whatever kind or nature incurred in
connection with the creation, preservation or protection of the Administrative
Agent's Liens on, and security interest in, the Collateral, including, without
limitation, all reasonable fees and taxes in connection with the recording or
filing of instruments and documents in public offices, payment or discharge of
any taxes or Liens upon or in respect of the Collateral, premiums for insurance
with respect to the Collateral and all other reasonable fees, costs and expenses
in connection with protecting, maintaining or preserving the Collateral and the
Administrative Agent's interest therein, whether through judicial proceedings or
otherwise, or in defending or prosecuting any actions, suits or proceedings
arising out of or relating to the Collateral.
(c)
Without limiting the application of Section 5.1(a) or (b) hereof,
each Guarantor agrees to pay, indemnify and hold each Indemnitee harmless from
and against any loss, costs, damages and expenses which such Indemnitee may
suffer, expend or incur in consequence of or growing out of any
misrepresentation by such Guarantor in this