The Liabilities. Subject to the consent where necessary of other contracting parties (which the Parties hereto shall use their reasonable best efforts to obtain) SAVVIS shall as from the Effective Date assume, perform and discharge all Liabilities. If it proves impossible to obtain any such consent in relation to any of the Liabilities, SAVVIS will assume, perform and discharge such Liability as agent for and on behalf of Seller and will indemnify Seller accordingly. Seller will indemnify SAVVIS for contractual liabilities for goods or services delivered prior to the Effective Date.
The Liabilities. As used in this Mortgage, the term "Liabilities" --------------- means and includes all of the following: (i) the principal of, interest on and any and all other amounts which may at any time be or become due or owing under the Credit Agreement; (ii) all of the Secured Obligations (each defined for purposes hereof as defined in the Credit Agreement); (iii) all of the covenants, obligations and agreements (and the truth of all representations and warranties) of the Mortgagor in, under or pursuant to the Credit Agreement, the Letters of Credit, this Mortgage, and all of the other Security Documents; (iv) any and all advances, costs or expenses paid or incurred by the Mortgagee to protect any or all of the Collateral (hereinafter defined), perform any obligation of the Mortgagor hereunder or collect any amount owing to the Mortgagee which is secured hereby; (v) any and all other liabilities, obligations and indebtedness, howsoever created, arising or evidenced, direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, owing by the Mortgagor to the Mortgagee under the Credit Documents (provided, however, that the maximum amount included within the Liabilities on account of principal shall not exceed the sum of an amount equal to two times the Credit Amount plus the total amount of all advances made by the Mortgagee to protect the Collateral and the security interest and lien created hereby); (vi) interest on all of the foregoing; (vii) and all costs (including, without limitation, attorneys' fees and expenses) of enforcement and collection of this Mortgage and the other Security Documents, and the other documents, instruments, obligations and liabilities described hereinabove. Any future advances under the Credit Agreement, whether obligatory or made at the option of the Mortgagee, shall be secured by this Mortgage, and shall be entitled to the same priority as if such future advances were made on the date hereof.
The Liabilities. The Liabilities referred to in Section 2.1 above shall include, without limitation, all of the following:
The Liabilities. All of such fees, costs and expenses may, in Lender's sole discretion, be paid by Lender on Borrower's behalf, and such payments by Lender shall constitute principal of the Loan, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to the Loan hereunder. All checks, drafts, instruments and other items of payment or proceeds of Chattel Paper or other Collateral shall be endorsed by Borrower to Lender (or its designee), and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this paragraph, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney and agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or proceeds of Chattel Paper or other Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any amounts owed to Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of Borrower's mail is deposited, and open and process all mail addressed to Borrower and deposited therein.
The Liabilities. For purposes of determining the amount of any Losses resulting from, relating to or arising out of a breach of any representation or warranty or of any covenant, any such representation, warranty or covenant that is qualified by Material Adverse Effect, materiality or similar qualifier (including dollar thresholds) shall be read and given effect as if no such qualifier is contained therein.
The Liabilities. LIMITED BY SECTIONS 9.1 AND 9.2 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE; (iii) EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; (iv) ATTORNEYS FEES AND COSTS, AND (v) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION 9, LICENSOR’S (AND ITS AFFILIATES, LICENSORS AND AGENTS) LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.