PROVIDER, OR PROVIDER SHALL DIRECTLY OR INDIRECTLY CONTEST IN ANY
MANNER SUCH EFFECTIVENESS, VALIDITY, BINDING NATURE OR ENFORCEABILITY.
(K)
THE SENIOR IMPLIED ISSUER RATING THEN ASSIGNED TO PROVIDER BY
MOODY'S SHALL BE B3 OR LESS, OR THE LONG TERM LOCAL ISSUER CREDIT RATING THEN
ASSIGNED TO PROVIDER BY S&P SHALL BE B- OR LESS.
(L)
THE REPORTING COMPLETION DATE WITH RESPECT TO ANY SYSTEM OF THE
ORIGINATOR (OTHER THAN THE BAAN SYSTEM AND THE PRMS SYSTEM) SHALL NOT HAVE
OCCURRED BY MARCH 31, 2005.
SECTION 9.2
REMEDIES.
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN AMORTIZATION EVENT, THE AGENT MAY, OR UPON THE DIRECTION OF
THE REQUIRED FINANCIAL INSTITUTIONS SHALL, TAKE ANY OF THE FOLLOWING ACTIONS:
(I) DECLARE THE AMORTIZATION DATE TO HAVE OCCURRED, WHEREUPON THE AMORTIZATION
DATE SHALL FORTHWITH OCCUR, WITHOUT DEMAND, PROTEST OR FURTHER NOTICE OF ANY
KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY EACH SELLER PARTY; PROVIDED,
HOWEVER, THAT UPON THE OCCURRENCE OF AN AMORTIZATION EVENT DESCRIBED IN SECTION
9.1(D)(II), THE AMORTIZATION DATE SHALL AUTOMATICALLY OCCUR, WITHOUT DEMAND,
PROTEST OR ANY NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY
EACH SELLER PARTY, (II) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
DECLARE THAT THE DEFAULT FEE SHALL ACCRUE WITH RESPECT TO ANY OF THE AGGREGATE
UNPAIDS OUTSTANDING AT SUCH TIME, (III) DELIVER THE COLLECTION NOTICES TO THE
COLLECTION BANKS AND THE SECURITIZATION BANKS, AND (IV) NOTIFY OBLIGORS OF THE
PURCHASERS' INTEREST IN THE RECEIVABLES.
THE AFOREMENTIONED RIGHTS AND REMEDIES
SHALL BE WITHOUT LIMITATION, AND SHALL BE IN ADDITION TO ALL OTHER RIGHTS AND
REMEDIES OF THE AGENT AND THE PURCHASERS OTHERWISE AVAILABLE UNDER ANY OTHER
PROVISION OF THIS AGREEMENT, BY OPERATION OF LAW, AT EQUITY OR OTHERWISE, ALL OF
WHICH ARE HEREBY EXPRESSLY PRESERVED, INCLUDING, WITHOUT LIMITATION, ALL RIGHTS
AND REMEDIES PROVIDED UNDER THE UCC, ALL OF WHICH RIGHTS SHALL BE CUMULATIVE.
30
ARTICLE X
INDEMNIFICATION
SECTION 10.1
INDEMNITIES BY THE SELLER PARTIES.
WITHOUT LIMITING ANY
OTHER RIGHTS THAT THE AGENT OR ANY PURCHASER MAY HAVE HEREUNDER OR UNDER
APPLICABLE LAW, (A) SELLER HEREBY AGREES TO INDEMNIFY (AND PAY, WITHIN FIVE (5)
BUSINESS DAYS OF WRITTEN NOTICE, TO) THE AGENT AND EACH PURCHASER AND THEIR
RESPECTIVE ASSIGNS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES (EACH AN
"INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, CLAIMS,
TAXES, LIABILITIES, COSTS, EXPENSES AND FOR ALL OTHER AMOUNTS PAYABLE, INCLUDING
REASONABLE ATTORNEYS' FEES (WHICH ATTORNEYS MAY BE EMPLOYEES OF THE AGENT OR
SUCH PURCHASER) AND ITEMIZED OUT-OF-POCKET DISBURSEMENTS (ALL OF THE FOREGOING
BEING COLLECTIVELY REFERRED TO AS "INDEMNIFIED AMOUNTS") AWARDED AGAINST OR
INCURRED BY ANY OF THEM ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT OR THE
ACQUISITION, EITHER DIRECTLY OR INDIRECTLY, BY A PURCHASER OF AN INTEREST IN THE
RECEIVABLES, AND (B) THE SERVICER HEREBY AGREES TO INDEMNIFY (AND PAY UPON
DEMAND TO) EACH INDEMNIFIED PARTY FOR INDEMNIFIED AMOUNTS AWARDED AGAINST OR
INCURRED BY ANY OF THEM ARISING OUT OF THE SERVICER'S ACTIVITIES AS SERVICER
HEREUNDER EXCLUDING, HOWEVER, IN ALL