IF AND TO THE EXTENT THAT (X) THE ASSIGNORS FAIL TO PAY THE
OBLIGATIONS ARISING UNDER THIS SECTION 9.1(C) IN ACCORDANCE WITH THE TERMS
HEREOF AND OF THE MORTGAGES AND (Y) THE UNALLOCATED PROCEEDS FROM THE COLLATERAL
ARE INSUFFICIENT TO PAY THE OBLIGATIONS ARISING UNDER THIS SECTION 9.1(C).
(D)
WITHOUT LIMITING THE APPLICATION OF SECTION 9.1(A), (B), OR (C)
HEREOF, EACH ASSIGNOR AGREES, JOINTLY AND SEVERALLY, TO PAY, OR REIMBURSE THE
COLLATERAL AGENT FOR ANY AND ALL REASONABLE 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 INTERESTS IN, THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, ALL REASONABLE 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
REASONABLE FEES, COSTS AND EXPENSES IN CONNECTION WITH PROTECTING, MAINTAINING
OR PRESERVING THE COLLATERAL AND THE COLLATERAL AGENT'S INTERESTS 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.
(E)
WITHOUT LIMITING THE APPLICATION OF SECTION 9.1(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 LOAN
DOCUMENT, ANY HEDGING AGREEMENT OR ANY FOREIGN OVERDRAFT
25
FACILITY AGREEMENT OR IN ANY WRITING CONTEMPLATED BY OR MADE OR DELIVERED
PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE
SENIOR SECURED NOTES INDENTURE, THE SENIOR SECURED NOTES, ANY HEDGING AGREEMENT
OR ANY FOREIGN OVERDRAFT FACILITY.
(F)
IF AND TO THE EXTENT THAT THE OBLIGATIONS OF ANY ASSIGNOR UNDER
THIS SECTION 9.1 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.
SECTION 9.2.
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 PRIOR TO
THE RELEASE OF THE COLLATERAL PURSUANT TO THE TERMS HEREOF.
THE INDEMNITY
OBLIGATIONS OF EACH ASSIGNOR CONTAINED IN THIS ARTICLE IX SHALL CONTINUE IN FULL
FORCE AND EFFECT NOTWITHSTANDING THE FULL PAYMENT OF ALL THE LOANS UNDER THE
CREDIT AGREEMENT, THE FULL PAYMENT OF THE SENIOR SECURED NOTES, THE TERMINATION
OF ALL HEDGING AGREEMENTS, THE TERMINATION AND PAYMENT IN FULL OF THE FOREIGN
OVERDRAFT FACILITY AND THE PAYMENT OF ALL OTHER OBLIGATIONS AND NOTWITHSTANDING
THE DISCHARGE THEREOF OR ANY OTHER TERMINATION OF THIS AGREEMENT AND THE
MORTGAGES, INCLUDING PURSUANT TO SECTION 12.2, AND, AS TO ANY COLLATERAL AGENT,
THE RESIGNATION OR REMOVAL THEREOF.
ARTICLE X
OTHER AGREEMENTS WITH COLLATERAL AGENT
SECTION 10.1.