ALLEGATIONS OF VIOLATIONS OF ANY DOMESTIC
OR FOREIGN FEDERAL OR STATE SECURITIES LAWS OR REGULATIONS OR ANY DOMESTIC OR
FOREIGN FEDERAL OR STATE ANTITRUST LAWS; AND PROVIDED, FURTHER, HOWEVER, THAT
SELLER MAY NOT EFFECT ANY SETTLEMENT THAT COULD RESULT IN ANY COST, EXPENSE OR
LIABILITY TO, OR HAVE ANY ADVERSE EFFECT UPON, ANY INDEMNIFIED PARTY, UNLESS
SUCH PARTY CONSENTS IN WRITING TO SUCH SETTLEMENT AND THE SELLER AGREES TO
INDEMNIFY SUCH PARTY THEREFOR; AND PROVIDED, FURTHER, THAT COUNSEL SELECTED BY
THE SELLER IS REASONABLY SATISFACTORY TO THE BUYER. IN CONNECTION WITH ANY SUCH
CLAIM, ACTION OR PROCEEDING, THE PARTIES SHALL COOPERATE WITH EACH OTHER AND
PROVIDE EACH OTHER WITH ACCESS TO RELEVANT BOOKS AND RECORDS IN THEIR
POSSESSION.
28.
MISCELLANEOUS
(A)
ALL RIGHTS, REMEDIES AND POWERS OF BUYER HEREUNDER AND IN
CONNECTION HEREWITH ARE IRREVOCABLE AND CUMULATIVE, AND NOT ALTERNATIVE OR
EXCLUSIVE, AND SHALL BE IN ADDITION TO ALL OTHER RIGHTS, REMEDIES AND POWERS OF
BUYER WHETHER UNDER LAW, EQUITY OR AGREEMENT.
IN ADDITION TO THE RIGHTS AND
REMEDIES GRANTED TO IT IN THIS AGREEMENT, TO THE EXTENT THIS AGREEMENT IS
DETERMINED TO CREATE A SECURITY INTEREST, BUYER SHALL HAVE ALL RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UCC.
43
(B)
THE TRANSACTION DOCUMENTS MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
(C)
THE HEADINGS IN THE TRANSACTION DOCUMENTS ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OR CONSTRUCTION OF THE
TRANSACTION DOCUMENTS.
(D)
WITHOUT LIMITING THE RIGHTS AND REMEDIES OF BUYER UNDER THE
TRANSACTION DOCUMENTS, SELLER SHALL PAY BUYER'S REASONABLE ACTUAL OUT-OF-POCKET
COSTS AND EXPENSES, INCLUDING REASONABLE FEES AND EXPENSES OF ATTORNEYS,
INCURRED IN CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION AND
CONSUMMATION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THE
TRANSACTION DOCUMENTS AND THE TRANSACTIONS THEREUNDER; PROVIDED, THE SELLER'S
RESPONSIBILITY TO PAY FOR BUYER'S COUNSEL'S LEGAL FEES AND DISBURSEMENTS IN
CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION AND CONSUMMATION OF THE
TRANSACTION DOCUMENTS SHALL BE CAPPED AT $50,000 PLUS REASONABLE DISBURSEMENTS.
SELLER AGREES TO PAY BUYER ON DEMAND UPON DELIVERY OF AN ITEMIZED STATEMENT
DETAILING SAME, ALL REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE EXPENSES
FOR LEGAL SERVICES OF EVERY KIND) OF ANY SUBSEQUENT ENFORCEMENT OF ANY OF THE
PROVISIONS HEREOF, OR OF THE PERFORMANCE BY BUYER OF ANY OBLIGATIONS OF SELLER
IN RESPECT OF THE PURCHASED SECURITIES, OR ANY ACTUAL OR ATTEMPTED SALE, OR ANY
EXCHANGE, ENFORCEMENT, COLLECTION, COMPROMISE OR SETTLEMENT IN RESPECT OF ANY OF
THE COLLATERAL AND FOR THE CUSTODY, CARE OR PRESERVATION OF THE COLLATERAL
(INCLUDING INSURANCE COSTS) AND DEFENDING OR ASSERTING RIGHTS AND CLAIMS OF
BUYER IN RESPECT THEREOF, BY LITIGATION OR OTHERWISE.
IN ADDITION, SELLER
AGREES TO PAY BUYER ON DEMAND ALL REASONABLE COSTS AND EXPENSES (INCLUDING
REASONABLE EXPENSES FOR LEGAL SERVICES) INCURRED IN CONNECTION WITH REGISTERING
THE COLLATERAL IN THE NAME OF BUYER OR ITS NOMINEE.
ALL SUCH EXPENSES SHALL BE
RECOURSE OBLIGATIONS