remedies provided by law, the Program
Documents and the other instruments and agreements contemplated hereby and
thereby, and are not conditional or contingent on any attempt by the Agent or
any Buyer to exercise any of its rights under any other related document.
The
Agent and any Buyer may exercise at any time after the occurrence of an Event of
Default one or more remedies, as it so desires, and may thereafter at any time
and from time to time exercise any other remedy or remedies.
22.
USE OF EMPLOYEE PLAN ASSETS
No assets of an employee benefit plan subject to any provision of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") shall be used by
either party hereto in a Transaction.
23.
INDEMNITY
A)
SELLER AGREES TO PAY ON DEMAND (I) ALL REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES OF THE AGENT AND THE BUYERS IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY, MODIFICATION, ADMINISTRATION AND AMENDMENT OF
THE PROGRAM DOCUMENTS (INCLUDING, WITHOUT LIMITATION, (A) ALL COLLATERAL REVIEW
AND UCC SEARCH AND FILING FEES AND EXPENSES AND (B) THE REASONABLE FEES AND
EXPENSES OF COUNSEL FOR THE AGENT AND THE BUYERS WITH RESPECT THERETO, WITH
RESPECT TO ADVISING THE AGENT AND THE BUYERS AS TO THEIR RIGHTS AND
RESPONSIBILITIES, OR THE PERFECTION, PROTECTION OR PRESERVATION OF RIGHTS OR
INTERESTS, UNDER THIS AGREEMENT, WITH RESPECT TO NEGOTIATIONS WITH SELLER OR
WITH OTHER CREDITORS OF SELLER OR ANY OF THEIR SUBSIDIARIES ARISING OUT OF ANY
DEFAULT OR ANY EVENTS OR CIRCUMSTANCES THAT MAY GIVE RISE TO A DEFAULT AND WITH
RESPECT TO PRESENTING CLAIMS IN OR OTHERWISE PARTICIPATING IN OR MONITORING ANY
BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR PROCEEDING INVOLVING CREDITORS' RIGHTS
GENERALLY AND ANY PROCEEDING ANCILLARY THERETO) AND (II) ALL COSTS AND EXPENSES
OF THE AGENT AND THE BUYERS IN CONNECTION WITH THE ENFORCEMENT OF THIS
AGREEMENT, WHETHER IN ANY ACTION, SUIT OR LITIGATION, ANY BANKRUPTCY, INSOLVENCY
OR OTHER SIMILAR PROCEEDING AFFECTING CREDITORS' RIGHTS GENERALLY (INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT
AND THE BUYERS) WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE
CONSUMMATED.
B)
SELLER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT, EACH BUYER
AND EACH OF ITS RESPECTIVE AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND ADVISORS (EACH, AN
44
"INDEMNIFIED PARTY") FROM AND AGAINST (AND WILL REIMBURSE EACH INDEMNIFIED PARTY
AS THE SAME IS INCURRED) ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF
COUNSEL) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED
PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF
(INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION
OR OTHER PROCEEDING (WHETHER OR NOT SUCH INDEMNIFIED PARTY IS A PARTY THERETO)
RELATING TO, RESULTING FROM OR ARISING OUT OF ANY OF THE PROGRAM DOCUMENTS ANY
OTHER DOCUMENTS RELATED THERETO, ANY BREACH OF A REPRESENTATION OR WARRANTY OF
SELLER OR SELLER'S OFFICER IN THIS AGREEMENT OR ANY OTHER PROGRAM DOCUMENT,