ANY OTHER
COLLATERAL DOCUMENT WHICH REQUIRES PROCEEDS OF COLLATERAL TO BE APPLIED IN
ACCORDANCE WITH THIS SECURITY AGREEMENT, SHALL BE APPLIED AND PAYMENTS SHALL BE
MADE IN ACCORDANCE WITH SECTION 7.4 OF THE U.S. SECURITY AGREEMENT.
-49-
(2)
IT IS UNDERSTOOD THAT THE OBLIGOR SHALL
REMAIN LIABLE TO THE EXTENT OF ANY DEFICIENCY BETWEEN (X) THE AMOUNT OF THE
PROCEEDS OF THE COLLATERAL AND (Y) THE AGGREGATE OUTSTANDING AMOUNT OF THE
OBLIGATIONS.
SECTION 5.11
INDEMNITY.
(1)
THE OBLIGOR AGREES TO INDEMNIFY, REIMBURSE
AND HOLD THE COLLATERAL AGENT, EACH OTHER SECURED CREDITOR THAT IS AN INDEMNITEE
UNDER SECTION 6 OF ANNEX N TO THE U.S. SECURITY AGREEMENT AND THEIR RESPECTIVE
SUCCESSORS, PERMITTED ASSIGNS, EMPLOYEES, AFFILIATES AND AGENTS (REFERRED TO
INDIVIDUALLY AS "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 AND EXPENSES (INCLUDING
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND OTHER PROFESSIONALS) (FOR THE
PURPOSES OF THIS SECTION 5.11 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 SECURITY
AGREEMENT, ANY OTHER SECURED DEBT AGREEMENT TO WHICH THE OBLIGOR IS A PARTY OR
ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH TO WHICH THE
OBLIGOR IS A PARTY 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 HEREUNDER OR THEREUNDER, 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 LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE), THE
VIOLATION OF LAWS ANY COUNTRY, STATE, PROVINCE OR OTHER GOVERNMENTAL ENTITY, ANY
TORT (INCLUDING CLAIMS ARISING OR IMPOSED UNDER THE DOCTRINE OF STRICT
LIABILITY, OR FOR OR ON ACCOUNT OF INJURY OR DEATH OF ANY PERSON (INCLUDING ANY
INDEMNITEE), OR PROPERTY DAMAGE), OR CONTRACT CLAIM; PROVIDED THAT NO INDEMNITEE
SHALL BE INDEMNIFIED PURSUANT TO THIS SECTION 5.11(1) FOR LOSSES, DAMAGES OR
LIABILITIES TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF
SUCH INDEMNITEE (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL
AND UNAPPEALABLE DECISION).
THE OBLIGOR AGREES THAT UPON WRITTEN NOTICE BY ANY
INDEMNITEE OF THE ASSERTION OF SUCH LIABILITY, OBLIGATION, DAMAGE, INJURY,
PENALTY, CLAIM, DEMAND, ACTION, SUIT OR JUDGEMENT, THE OBLIGOR SHALL ASSUME FULL
RESPONSIBILITY FOR THE DEFENCE THEREOF.
EACH INDEMNITEE AGREES TO USE ITS BEST
EFFORTS TO PROMPTLY NOTIFY THE OBLIGOR OF ANY SUCH ASSERTION OF WHICH SUCH
INDEMNITEE HAS KNOWLEDGE.
(2)
WITHOUT LIMITING THE APPLICATION OF
SECTION 5.11(1), THE OBLIGOR AGREES 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