ANY RECOURSE, WARRANTY OR REPRESENTATION WHATSOEVER, ANY REMAINING
COLLATERAL AND MONEY RECEIVED IN RESPECT THEREOF, TO OR ON THE ORDER OF THE
COMPANY AND TO BE RELEASED AND CANCELLED ALL LICENSES AND RIGHTS REFERRED TO IN
SECTION 4.04(B)(1) HEREOF.
THE AGENT SHALL ALSO EXECUTE AND DELIVER TO THE
COMPANY UPON SUCH TERMINATION SUCH UNIFORM COMMERCIAL CODE TERMINATION
STATEMENTS, CERTIFICATES FOR TERMINATING THE LIENS ON THE MOTOR VEHICLES AND
SUCH OTHER DOCUMENTATION AS SHALL BE REASONABLY REQUESTED BY THE COMPANY TO
EFFECT THE TERMINATION AND RELEASE OF THE LIENS ON THE COLLATERAL.
4.13
EXPENSES.
THE COMPANY AGREES TO PAY TO THE AGENT ALL OUT-OF-POCKET
EXPENSES (INCLUDING REASONABLE EXPENSES FOR LEGAL SERVICES OF EVERY KIND) OF, OR
INCIDENT TO, THE ENFORCEMENT OF ANY OF THE PROVISIONS OF THIS SECTION 4, OR
PERFORMANCE BY THE AGENT OF ANY OBLIGATIONS OF THE COMPANY IN RESPECT OF THE
COLLATERAL WHICH THE COMPANY HAS FAILED OR REFUSED TO PERFORM UPON REASONABLE
NOTICE, OR ANY ACTUAL OR ATTEMPTED SALE, OR ANY EXCHANGE, ENFORCEMENT,
COLLECTION, COMPROMISE OR SETTLEMENT IN RESPECT OF ANY OF THE COLLATERAL, AND
FOR THE CARE OF THE COLLATERAL AND DEFENDING OR ASSERTING RIGHTS AND CLAIMS OF
THE AGENT IN RESPECT THEREOF, BY LITIGATION OR OTHERWISE, INCLUDING EXPENSES OF
INSURANCE, AND ALL SUCH EXPENSES SHALL BE SECURED OBLIGATIONS TO THE AGENT
SECURED UNDER SECTION 3 HEREOF.
4.14
FURTHER ASSURANCES.
THE COMPANY AGREES THAT, FROM TIME TO TIME
UPON THE WRITTEN REQUEST OF THE AGENT, THE COMPANY WILL EXECUTE AND DELIVER SUCH
FURTHER DOCUMENTS AND DO SUCH OTHER ACTS AND THINGS AS THE AGENT MAY REASONABLY
REQUEST IN ORDER FULLY TO EFFECT THE PURPOSES OF THIS AGREEMENT.
4.15
INDEMNITY.
EACH OF THE PURCHASERS HEREBY JOINTLY AND SEVERALLY
COVENANTS AND AGREES TO REIMBURSE, INDEMNIFY AND HOLD THE AGENT HARMLESS FROM
AND AGAINST ANY AND ALL CLAIMS, ACTIONS, JUDGMENTS, DAMAGES, LOSSES,
LIABILITIES, COSTS, TRANSFER OR OTHER TAXES, AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED OR SUFFERED
WITHOUT ANY BAD FAITH OR WILLFUL MISCONDUCT BY THE AGENT, ARISING OUT OF OR
INCIDENT TO THIS AGREEMENT OR THE ADMINISTRATION OF THE AGENT'S DUTIES
HEREUNDER, OR RESULTING FROM ITS ACTIONS OR INACTIONS AS AGENT.
SECTION 5.
MISCELLANEOUS.
5.01
NO WAIVER.
NO FAILURE ON THE PART OF THE AGENT OR ANY OF ITS
AGENTS TO EXERCISE, AND NO COURSE OF DEALING WITH RESPECT TO, AND NO DELAY IN
EXERCISING, ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE BY THE AGENT OR ANY OF ITS
AGENTS OF ANY RIGHT, POWER OR REMEDY HEREUNDER PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY.
THE
REMEDIES HEREIN ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY
LAW.
5.02
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
5.03
NOTICES.
ALL NOTICES, REQUESTS, CONSENTS AND DEMANDS