JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND
DISTRIBUTIONS OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, THE
DISBURSEMENTS AND THE REASONABLE FEES OF COUNSEL FOR EACH INDEMNIFIED PARTY
THERETO, WHICH SHALL ALSO INCLUDE, WITHOUT LIMITATION, REASONABLE ATTORNEYS'
FEES AND TIME CHARGES OF ATTORNEYS WHO MAY BE EMPLOYEES OF ANY INDEMNIFIED
PARTY), WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST, ANY
INDEMNIFIED PARTY (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED
ON ANY FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS, INCLUDING, WITHOUT
LIMITATION, SECURITIES LAWS, ENVIRONMENTAL LAWS, COMMERCIAL LAWS AND
REGULATIONS, UNDER COMMON LAW OR IN EQUITY, OR BASED ON CONTRACT OR OTHERWISE)
IN ANY MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS, OR ANY ACT, EVENT OR TRANSACTION RELATED OR ATTENDANT THERETO, THE
PREPARATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE LOAN DOCUMENTS,
INCLUDING THE MAKING OR ISSUANCE AND MANAGEMENT OF THE LOANS, THE USE OR
INTENDED USE OF THE PROCEEDS OF THE LOANS, THE ENFORCEMENT OF THE BANK'S RIGHTS
AND REMEDIES UNDER THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY OTHER
INSTRUMENTS AND DOCUMENTS DELIVERED HEREUNDER, OR UNDER ANY OTHER AGREEMENT
BETWEEN THE BORROWER AND THE BANK; PROVIDED, HOWEVER, THAT THE BORROWER SHALL
NOT HAVE ANY OBLIGATIONS HEREUNDER TO ANY INDEMNIFIED PARTY WITH RESPECT TO
MATTERS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND
NONAPPEALABLE JUDGMENT TO HAVE BEEN CAUSED BY OR RESULTING FROM THE WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OF SUCH INDEMNIFIED PARTY.
TO THE EXTENT THAT
THE UNDERTAKING TO INDEMNIFY SET FORTH IN THE PRECEDING SENTENCE MAY BE
UNENFORCEABLE BECAUSE IT VIOLATES ANY LAW OR PUBLIC POLICY, THE BORROWER SHALL
SATISFY SUCH UNDERTAKING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
ANY
LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY, COST OR EXPENSE COVERED BY THIS
INDEMNITY SHALL BE PAID TO EACH INDEMNIFIED PARTY ON DEMAND, AND FAILING PROMPT
PAYMENT, TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE FROM THE DATE
INCURRED BY EACH INDEMNIFIED PARTY UNTIL PAID BY THE BORROWER, SHALL BE ADDED TO
THE OBLIGATIONS OF THE BORROWER.
THE PROVISIONS OF THIS SECTION 11.17 SHALL
SURVIVE THE SATISFACTION AND PAYMENT OF THE OTHER OBLIGATIONS AND THE
TERMINATION OF THIS AGREEMENT.
38
11.19
REVIVAL AND REINSTATEMENT OF OBLIGATIONS.
IF THE INCURRENCE OR
PAYMENT OF THE OBLIGATIONS BY ANY OBLIGOR OR THE TRANSFER TO THE BANK OF ANY
PROPERTY SHOULD FOR ANY REASON SUBSEQUENTLY BE DECLARED TO BE VOID OR VOIDABLE
UNDER ANY STATE OR FEDERAL LAW RELATING TO CREDITORS' RIGHTS, INCLUDING
PROVISIONS OF THE BANKRUPTCY CODE RELATING TO FRAUDULENT CONVEYANCES,
PREFERENCES, OR OTHER VOIDABLE OR RECOVERABLE PAYMENTS OF MONEY OR TRANSFERS OF
PROPERTY (COLLECTIVELY, A "VOIDABLE TRANSFER"), AND IF THE BANK IS REQUIRED TO
REPAY OR RESTORE, IN WHOLE OR IN PART, ANY SUCH VOIDABLE TRANSFER, OR ELECTS TO
DO SO UPON THE REASONABLE ADVICE OF ITS COUNSEL, THEN, AS TO ANY SUCH VOIDABLE
TRANSFER, OR THE AMOUNT THEREOF THAT THE BANK IS REQUIRED OR ELECTS TO REPAY OR
RESTORE, AND AS TO ALL REASONABLE COSTS, EXPENSES, AND