PUBLIC POLICY, THE ASSIGNORS SHALL MAKE THE MAXIMUM CONTRIBUTION TO
THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS
PERMISSIBLE UNDER APPLICABLE LAW.
EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE
LOAN DOCUMENTS, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER
PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT,
REMOTE, OR SPECULATIVE DAMAGES, INCLUDING LOST PROFITS.
(B)
IF THE COLLATERAL AGENT HAS BEEN REQUESTED OR INSTRUCTED PURSUANT
TO THIS AGREEMENT OR ANY LOAN DOCUMENT TO TAKE, OR TO REFRAIN FROM TAKING, ANY
ACTION PURSUANT TO THIS AGREEMENT OR ANY LOAN DOCUMENT, (I) EACH ASSIGNOR AGREES
TO, AND (II) THE SECURED PARTIES RATABLY IN ACCORDANCE WITH THE AMOUNT OF THE
SECURED OBLIGATIONS OWING TO THEM AND WITH RESPECT TO WHICH THEY HAVE A SECURITY
INTEREST, IF THE INSTRUCTING GROUP HAS MADE SUCH REQUEST OR GIVEN SUCH
INSTRUCTION, AGREE TO, AND HEREBY DO INDEMNIFY AND HOLD HARMLESS THE COLLATERAL
AGENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND AGAINST ANY
AND ALL LIABILITY, LOSS, COSTS, DAMAGES, ATTORNEYS' FEES, FINES, CLAIMS,
JUDGMENTS, AMOUNTS PAID IN SETTLEMENT IN CONNECTION WITH ANY THREATENED, PENDING
OR COMPLETED CLAIM, ACTION, SUIT, PROCEEDING OR INVESTIGATION, WHETHER CRIMINAL,
CIVIL OR ADMINISTRATIVE, AND EXPENSES OF WHATEVER KIND OR NATURE WHICH THE
COLLATERAL AGENT MAY SUSTAIN OR INCUR BY REASON OF OR IN CONNECTION WITH THE
COLLATERAL AGENT'S ACTING OR REFRAINING TO ACT IN ACCORDANCE WITH SUCH REQUEST
OR INSTRUCTION OTHER THAN SUSTAINED OR INCURRED BY REASON OF THE COLLATERAL
AGENT'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH; PROVIDED THAT THE
OBLIGATIONS OF THE SECURED PARTIES UNDER THIS SECTION 9.1(B) SHALL BECOME
ENFORCEABLE AGAINST THEM IF AND ONLY IF AND TO THE EXTENT THAT (X) THE ASSIGNORS
FAIL TO PAY THE OBLIGATIONS ARISING UNDER THIS SECTION 9.1(B) IN ACCORDANCE WITH
THE TERMS HEREOF AND OF THE
26
MORTGAGES AND (Y) THE UNALLOCATED PROCEEDS FROM THE COLLATERAL ARE INSUFFICIENT
TO PAY THE OBLIGATIONS ARISING UNDER THIS SECTION 9.1(B).
(C)
WITHOUT LIMITING THE APPLICATION OF SECTION 9.1(A) 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.
(D)
WITHOUT LIMITING THE APPLICATION OF SECTION 9.1(A) HEREOF, EACH
ASSIGNOR AGREES, JOINTLY AND SEVERALLY, TO PAY, INDEMNIFY AND HOLD EACH
INDEMNITEE HARMLESS FROM