OR THE COLLATERAL IS AVOIDED IN WHOLE OR IN PART
OR IS ENFORCED WITH RESPECT TO SOME, BUT NOT ALL OF THE SECURED OBLIGATIONS THEN
OUTSTANDING.
24
(B)
IN FURTHERANCE OF THE FOREGOING, THE SECURED PARTIES AGREE THAT
NONE OF THEM SHALL BE ENTITLED TO BENEFIT FROM ANY AVOIDANCE ACTION AFFECTING OR
OTHERWISE RELATING TO ANY DISTRIBUTION OR ALLOCATION OTHERWISE PAYABLE TO
ANOTHER SECURED PARTY (BUT FOR THE EFFECT OF SUCH AVOIDANCE ACTION) IN
ACCORDANCE WITH THIS ARTICLE VIII (INCLUDING ANY SECTION HEREOF) OR ANY OTHER
PROVISIONS OF THIS AGREEMENT, WHETHER BY PREFERENCE OR OTHERWISE, IT BEING
UNDERSTOOD AND AGREED THAT THE BENEFIT OF ANY SUCH AVOIDANCE ACTION OTHERWISE
ALLOCABLE TO THEM SHALL INSTEAD BE ALLOCATED AND TURNED OVER TO SUCH OTHER
SECURED PARTY.
ARTICLE IX
INDEMNITY
9.1
INDEMNITY.
(A)
EACH ASSIGNOR, JOINTLY AND SEVERALLY, WILL INDEMNIFY AND HOLD
HARMLESS THE COLLATERAL AGENT, AND EACH SECURED PARTY AND EACH DIRECTOR,
OFFICER, EMPLOYEE, PARTNER, ADVISOR, AGENT, ATTORNEY, TRUSTEE AND AFFILIATE OF
THE COLLATERAL AGENT, AND EACH SECURED PARTY (EACH SUCH PERSON AN "INDEMNIFIED
PARTY") FROM AND AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, OBLIGATIONS
(INCLUDING REMOVAL OR REMEDIAL ACTIONS), EXPENSES OR LIABILITIES WHICH ARISE OUT
OF, IN ANY WAY RELATE TO, OR RESULT FROM THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, THE SENIOR SECURED NOTES INDENTURE
OR THE SENIOR SECURED NOTES 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 THEREOF,
OR IN ANY WAY RELATING TO OR ARISING OUT OF THE MANUFACTURE, OWNERSHIP,
ORDERING, PURCHASE, DELIVERY, CONTROL, ACCEPTANCE, 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), ANY CONTRACT CLAIM OR, TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW, THE VIOLATION OF THE LAWS OF ANY COUNTRY, STATE OR OTHER
GOVERNMENTAL BODY OR UNIT, OR 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) AND TO REIMBURSE EACH INDEMNIFIED PARTY UPON THEIR DEMAND, FOR ANY
ATTORNEY COSTS INCURRED IN CONNECTION WITH INVESTIGATING, PREPARING TO DEFEND OR
DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY, ACTION OR CLAIM; PROVIDED,
HOWEVER, THAT NO INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE SO INDEMNIFIED
HEREUNDER FOR ANY LOSS, CLAIM, DAMAGE, PENALTIES, OBLIGATIONS, EXPENSE OR
LIABILITY TO THE EXTENT IT ARISES OR RESULTS FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OR BAD FAITH OF SUCH INDEMNIFIED PARTY AS FINALLY DETERMINED
BY A COURT OF COMPETENT JURISDICTION.
IF ANY ACTION, SUIT OR PROCEEDING ARISING
FROM ANY OF THE FOREGOING IS BROUGHT AGAINST THE COLLATERAL AGENT, ANY SECURED
PARTY OR ANY OTHER INDEMNIFIED PARTY, THE ASSIGNORS WILL, IF REQUESTED BY THE
COLLATERAL AGENT, ANY SECURED PARTY OR ANY SUCH INDEMNIFIED PARTY, RESIST AND
DEFEND SUCH ACTION, SUIT