AGAINST ALL LOSS,
LIABILITY, EXPENSES, COSTS OF COUNSEL (INCLUDING REASONABLE FEES AND EXPENSES TO
THE ADMINISTRATIVE AGENT OF LEGAL COUNSEL), AND CLAIMS (INCLUDING THE COSTS OF
INVESTIGATION) THAT THEY MAY INCUR INSOFAR AS SUCH LOSS, LIABILITY, EXPENSE OR
CLAIM ARISES OUT OF OR IS BASED UPON ANY ALLEGED UNTRUE STATEMENT OF A MATERIAL
FACT CONTAINED IN ANY PROSPECTUS (OR ANY AMENDMENT OR SUPPLEMENT THERETO) OR IN
ANY NOTIFICATION OR OFFERING CIRCULAR, OR ARISES OUT OF OR IS BASED UPON ANY
ALLEGED OMISSION TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS IN ANY THEREOF NOT MISLEADING, EXCEPT INSOFAR
AS THE SAME MAY HAVE BEEN CAUSED BY ANY UNTRUE STATEMENT OR OMISSION BASED UPON
INFORMATION FURNISHED IN WRITING TO SUCH GRANTOR OR THE ISSUER OF SUCH PLEDGED
COLLATERAL BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY EXPRESSLY FOR
USE THEREIN.
EACH GRANTOR FURTHER AGREES, UPON SUCH WRITTEN REQUEST REFERRED TO
ABOVE, TO USE COMMERCIALLY REASONABLE EFFORTS TO QUALIFY, FILE OR REGISTER, OR
CAUSE THE ISSUER OF SUCH PLEDGED COLLATERAL TO QUALIFY, FILE OR REGISTER, ANY OF
THE PLEDGED COLLATERAL UNDER THE BLUE SKY OR OTHER SECURITIES LAWS OF SUCH
STATES AS MAY BE REQUESTED BY THE ADMINISTRATIVE AGENT AND KEEP EFFECTIVE, OR
CAUSE TO BE KEPT EFFECTIVE, ALL SUCH QUALIFICATIONS, FILINGS OR REGISTRATIONS.
EACH GRANTOR WILL BEAR ALL COSTS AND EXPENSES OF CARRYING OUT ITS OBLIGATIONS
UNDER THIS SECTION 5.05.
EACH GRANTOR ACKNOWLEDGES THAT THERE IS NO ADEQUATE
REMEDY AT LAW FOR FAILURE BY IT TO COMPLY WITH THE PROVISIONS OF THIS
SECTION 5.05 AND THAT SUCH FAILURE WOULD NOT BE ADEQUATELY COMPENSABLE IN
DAMAGES, AND THEREFORE AGREES THAT ITS AGREEMENTS CONTAINED IN THIS SECTION 5.05
MAY BE SPECIFICALLY ENFORCED.
ARTICLE VI
INDEMNITY, SUBROGATION AND SUBORDINATION
SECTION 6.01. INDEMNITY AND SUBROGATION.
IN ADDITION TO ALL SUCH RIGHTS OF
INDEMNITY AND SUBROGATION AS THE GUARANTORS MAY HAVE UNDER APPLICABLE LAW (BUT
SUBJECT TO SECTION 6.03), THE BORROWER AGREES THAT (A) IN THE EVENT A PAYMENT OF
AN OBLIGATION SHALL BE MADE BY ANY GUARANTOR UNDER THIS AGREEMENT, THE BORROWER
SHALL INDEMNIFY SUCH GUARANTOR FOR THE FULL AMOUNT OF SUCH PAYMENT AND SUCH
GUARANTOR SHALL BE SUBROGATED TO THE RIGHTS OF THE PERSON TO WHOM SUCH PAYMENT
SHALL HAVE BEEN MADE TO THE EXTENT OF SUCH PAYMENT AND (B) IN THE EVENT ANY
ASSETS OF ANY GRANTOR SHALL BE SOLD PURSUANT TO THIS AGREEMENT OR ANY OTHER
SECURITY DOCUMENT TO SATISFY IN WHOLE OR IN PART
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AN OBLIGATION OWED TO ANY SECURED PARTY, THE BORROWER SHALL INDEMNIFY SUCH
GRANTOR IN AN AMOUNT EQUAL TO THE GREATER OF THE BOOK VALUE OR THE FAIR MARKET
VALUE OF THE ASSETS SO SOLD.
SECTION 6.02. CONTRIBUTION AND SUBROGATION.
EACH GUARANTOR AND GRANTOR (A
"CONTRIBUTING PARTY") AGREES (SUBJECT TO SECTION 6.03) THAT, IN THE EVENT A
PAYMENT SHALL BE MADE BY ANY OTHER GUARANTOR HEREUNDER IN RESPECT OF ANY
OBLIGATION OR ASSETS OF ANY OTHER GRANTOR (OTHER THAN THE BORROWER) SHALL BE
SOLD PURSUANT TO ANY SECURITY