OR UNDER ANY OTHER SECURITY DOCUMENT BY FORECLOSURE, SALE, ENTRY OR
OTHERWISE, AND SUCH PROCEEDING SHALL HAVE BEEN DISCONTINUED OR ABANDONED FOR ANY
REASON OR SHALL HAVE BEEN DETERMINED ADVERSELY TO THE COLLATERAL AGENT, THEN AND
IN EVERY SUCH CASE THE RELEVANT ASSIGNOR, THE COLLATERAL 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 AND UNDER THE OTHER SECURITY DOCUMENTS, AND ALL
RIGHTS, REMEDIES AND POWERS OF THE COLLATERAL AGENT SHALL CONTINUE AS IF NO SUCH
PROCEEDING HAD BEEN INSTITUTED.
ARTICLE X
INDEMNITY
10.1.
INDEMNITY.
(A) EACH ASSIGNOR JOINTLY AND SEVERALLY AGREES TO INDEMNIFY,
REIMBURSE AND HOLD THE COLLATERAL AGENT, EACH OTHER SECURED CREDITOR THAT IS AN
INDEMNITOR UNDER SECTION 6 OF ANNEX N HERETO AND THEIR RESPECTIVE SUCCESSORS,
PERMITTED ASSIGNS, EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS AND
SERVANTS (HEREINAFTER IN THIS SECTION 10.1 REFERRED TO INDIVIDUALLY AS AN
"INDEMNITEE," AND, COLLECTIVELY, AS "INDEMNITEES") HARMLESS FROM ANY AND ALL
LIABILITIES, OBLIGATIONS, DAMAGES, INJURIES, PENALTIES, CLAIMS, DEMANDS,
ACTIONS, SUITS, JUDGMENTS AND ANY AND ALL COSTS, EXPENSES OR DISBURSEMENTS
(INCLUDING ATTORNEYS' FEES AND EXPENSES) (FOR THE PURPOSES OF THIS SECTION 10.1
THE FOREGOING ARE COLLECTIVELY CALLED "EXPENSES") OF WHATSOEVER KIND AND NATURE
IMPOSED ON, ASSERTED AGAINST OR INCURRED BY ANY OF THE INDEMNITEES IN ANY WAY
RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY OTHER SECURED DEBT AGREEMENT
OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH OR IN ANY
OTHER WAY CONNECTED WITH THE ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY OR THE ENFORCEMENT OF ANY OF THE TERMS OF, OR THE PRESERVATION
OF ANY RIGHTS UNDER ANY THEREOF, OR IN ANY WAY RELATING TO OR ARISING OUT OF THE
MANUFACTURE, OWNERSHIP, ORDERING, PURCHASE, DELIVERY, CONTROL, ACCEPTANCE,
27
LEASE, FINANCING, POSSESSION, OPERATION, CONDITION, SALE, RETURN OR OTHER
DISPOSITION, OR USE OF THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, LATENT OR
OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE), THE VIOLATION OF THE LAWS OF ANY
COUNTRY, STATE OR OTHER GOVERNMENTAL BODY OR UNIT, ANY TORT (INCLUDING, WITHOUT
LIMITATION, CLAIMS ARISING OR IMPOSED UNDER THE DOCTRINE OF STRICT LIABILITY, OR
FOR OR ON ACCOUNT OF INJURY TO OR THE DEATH OF ANY PERSON (INCLUDING ANY
INDEMNITEE), OR PROPERTY DAMAGE), OR CONTRACT CLAIM; PROVIDED THAT NO INDEMNITEE
SHALL BE INDEMNIFIED PURSUANT TO THIS SECTION 10.1(A) FOR LOSSES, DAMAGES OR
LIABILITIES TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF SUCH INDEMNITEE (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL AND NON-APPEALABLE DECISION). EACH ASSIGNOR AGREES THAT UPON WRITTEN
NOTICE BY ANY INDEMNITEE OF THE ASSERTION OF SUCH A LIABILITY, OBLIGATION,
DAMAGE, INJURY, PENALTY, CLAIM, DEMAND, ACTION, SUIT OR JUDGMENT, THE RELEVANT
ASSIGNOR SHALL ASSUME FULL RESPONSIBILITY FOR THE DEFENSE THEREOF. EACH
INDEMNITEE AGREES TO USE ITS BEST EFFORTS TO PROMPTLY NOTIFY THE RELEVANT
ASSIGNOR OF ANY SUCH ASSERTION OF WHICH SUCH INDEMNITEE HAS KNOWLEDGE.
(A)
WITHOUT LIMITING THE APPLICATION OF SECTION 10.1(A) HEREOF, EACH