ASSIGNOR
AGREES, JOINTLY AND SEVERALLY, TO PAY, OR REIMBURSE THE COLLATERAL AGENT FOR ANY
AND ALL FEES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE INCURRED IN
CONNECTION WITH THE CREATION, PRESERVATION OR PROTECTION OF THE COLLATERAL
AGENT'S LIENS ON, AND SECURITY INTEREST IN, THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, ALL 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 FEES, COSTS AND EXPENSES IN CONNECTION
WITH PROTECTING, MAINTAINING OR PRESERVING THE COLLATERAL AND THE COLLATERAL
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.
(B)
WITHOUT LIMITING THE APPLICATION OF SECTION 10.1(A) OR (B) HEREOF, EACH
ASSIGNOR AGREES, JOINTLY AND SEVERALLY, 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 ANY ASSIGNOR IN THIS AGREEMENT, ANY OTHER SECURED DEBT
AGREEMENT OR IN ANY WRITING CONTEMPLATED BY OR MADE OR DELIVERED PURSUANT TO OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER SECURED DEBT AGREEMENT.
(C)
IF AND TO THE EXTENT THAT THE OBLIGATIONS OF ANY ASSIGNOR UNDER THIS
SECTION 10.1 ARE UNENFORCEABLE FOR ANY REASON, SUCH ASSIGNOR HEREBY AGREES TO
MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH
OBLIGATIONS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW.
10.2.
INDEMNITY OBLIGATIONS SECURED BY COLLATERAL; SURVIVAL.
ANY AMOUNTS PAID
BY ANY INDEMNITEE AS TO WHICH SUCH INDEMNITEE HAS THE RIGHT TO REIMBURSEMENT
SHALL CONSTITUTE OBLIGATIONS SECURED BY THE COLLATERAL. THE INDEMNITY
OBLIGATIONS OF EACH ASSIGNOR CONTAINED IN THIS ARTICLE X SHALL CONTINUE IN FULL
FORCE AND EFFECT NOTWITHSTANDING THE FULL PAYMENT OF ALL THE NOTES ISSUED AND
THE US LOANS MADE UNDER THE BANK CREDIT AGREEMENT, THE TERMINATION OF ALL US
LETTERS OF CREDIT ISSUED UNDER THE BANK CREDIT AGREEMENT, THE TERMINATION OF ALL
US HEDGE AGREEMENTS ENTERED INTO WITH THE OTHER CREDITORS, THE FULL REPAYMENT OF
ALL OF THE OUTSTANDING
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SENIOR SECURED NOTES AND ADDITIONAL SENIOR SECURED NOTES AND THE PAYMENT OF ALL
OTHER OBLIGATIONS AND NOTWITHSTANDING THE DISCHARGE THEREOF.
ARTICLE XI
DEFINITIONS
The following terms shall have the meanings herein specified. Such definitions
shall be equally applicable to the singular and plural forms of the terms
defined.
"Account Debtor" shall mean "account debtor" as such term is defined in the
Uniform Commercial Code as in effect on the Second Restatement Effective Date in
the State of New York.
"Additional Senior Secured Noteholders" shall have the meaning provided in the
recitals to this Agreement.
"Additional Senior Secured Notes" shall have the meaning provided in the
recitals to this Agreement.
"Additional Senior Secured Notes Excluded Collateral" shall mean and include (i)
any property or assets owned by (x) Holdings, (y) any