EVENT OF WHICH
SENIOR LENDER BECOMES AWARE FOR WHICH INDEMNIFICATION MAY BE REQUIRED UNDER THIS
SECTION 24, AND SENIOR LENDER MAY ELECT (BUT IS NOT OBLIGATED) TO DIRECT THE
DEFENSE THEREOF, PROVIDED THAT THE SELECTION OF COUNSEL SHALL BE SUBJECT TO
OBLIGOR'S AND SUBORDINATED LENDER'S CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED. SENIOR LENDER AND ANY OTHER INDEMNIFIED PERSON
MAY, IN ITS REASONABLE DISCRETION, TAKE SUCH ACTIONS AS IT DEEMS NECESSARY AND
APPROPRIATE TO INVESTIGATE, DEFEND OR SETTLE ANY EVENT OR TAKE OTHER REMEDIAL OR
CORRECTIVE ACTIONS WITH RESPECT THERETO AS MAY BE NECESSARY FOR THE PROTECTION
OF SENIOR LENDER OR ANY OF THE OTHER INDEMNIFIED PERSONS, ITS OR THEIR INTEREST
OR THE COLLATERAL GENERALLY.
(b) NOTWITHSTANDING AND WITHOUT LIMITING ANY OTHER PROVISION
OF THIS AGREEMENT, ANY SUBORDINATED LOAN DOCUMENT OR ANY LOAN DOCUMENT OR ANY
DOCUMENT EXECUTED IN CONNECTION THEREWITH OR WITH OR EVIDENCING OR RELATING TO
ANY SUBORDINATED INDEBTEDNESS, OBLIGOR AND SUBORDINATED LENDER SHALL DEFEND THE
COLLATERAL FROM AND AGAINST ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY
KIND OR NATURE WHATSOEVER AND ALL CLAIMS AND DEMANDS OF ALL PERSONS AT ANY TIME
CLAIMING THE SAME OR ANY INTEREST THEREIN.
(c) NOTWITHSTANDING THE FOREGOING, IF ANY INSURER AGREES TO
UNDERTAKE THE DEFENSE OF AN EVENT (AN "INSURED EVENT"), SENIOR LENDER AGREES NOT
TO EXERCISE ITS RIGHT TO SELECT COUNSEL TO DEFEND THE EVENT IF THAT WOULD CAUSE
OBLIGOR'S OR SUBORDINATED LENDER'S INSURER TO DENY COVERAGE; PROVIDED, HOWEVER,
THAT SENIOR LENDER RESERVES THE RIGHT TO RETAIN COUNSEL TO REPRESENT IT OR ANY
OF THE OTHER INDEMNIFIED PERSONS WITH RESPECT TO AN INSURED EVENT AT ITS SOLE
COST AND EXPENSE. TO THE EXTENT THAT SENIOR LENDER OBTAINS RECOVERY FROM A THIRD
PARTY OTHER THAN AN INDEMNIFIED PERSON OF ANY OF THE AMOUNTS THAT OBLIGOR AND
SUBORDINATED LENDER HAS PAID TO SENIOR LENDER PURSUANT TO THE PROVISIONS OF THIS
SECTION 24, THEN SENIOR LENDER SHALL PROMPTLY PAY TO OBLIGOR AND SUBORDINATED
LENDER THE AMOUNT OF SUCH RECOVERY.
25. Waiver of Notice; Waiver of Statute of Limitations;
Waiver. Subordinated Lender and Obligor each hereby waives demand, presentment,
protest, notice of dishonor or non-payment with respect to any and all
instruments, notice of acceptance hereof, notice of Loans or Advances made,
credit extended, collateral received or delivered, or any other action taken by
Senior Lender in reliance hereon, and all other demands and notices of any
description, except such as are expressly provided for herein. The pleading of
any statute of limitations as a defense to any demand against Subordinated
Lender or Obligor hereunder or under the Loan Documents is expressly waived by
Subordinated Lender and Obligor. Each of Obligor and Subordinated Lender hereby
waives any and all defenses and counterclaims it may have or could interpose in
any action or procedure brought by Senior Lender to obtain an order of court
recognizing the assignment of or security interests and Liens of Senior Lender
in and to any Collateral, payable to any Person