HAVE GIVEN TO THE
AGENT SUCH ADDITIONAL INDEMNITIES AND ASSURANCES AGAINST EXPENSES AND
LIABILITIES AS THE AGENT MAY REASONABLY REQUEST, PROCEED TO ENFORCE THE
PROVISIONS OF THIS AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS RESPECTING THE
SALE OR OTHER DISPOSITION OF ALL OR ANY OF THE PURCHASED ITEMS AND THE EXERCISE
OF ANY OTHER LEGAL OR EQUITABLE RIGHTS OR REMEDIES AS IT MAY HAVE HEREUNDER OR
UNDER ANY OTHER REPURCHASE DOCUMENT OR OTHERWISE BY VIRTUE OF APPLICABLE LAW, OR
TO REFRAIN FROM SO ACTING IF SIMILARLY REQUESTED BY THE REQUIRED BUYERS.
THE
AGENT SHALL BE FULLY PROTECTED IN SO ACTING OR REFRAINING FROM ACTING UPON THE
INSTRUCTION OF THE REQUIRED BUYERS, AND SUCH INSTRUCTION SHALL BE BINDING UPON
ALL THE BUYERS.
THE REQUIRED BUYERS MAY DIRECT THE AGENT IN WRITING AS TO THE
METHOD AND THE EXTENT OF ANY SUCH FORECLOSURE, SALE OR OTHER DISPOSITION OR THE
EXERCISE OF ANY OTHER RIGHT OR REMEDY, THE BUYERS HEREBY AGREEING TO INDEMNIFY
AND HOLD THE AGENT HARMLESS FROM ALL COSTS AND LIABILITIES INCURRED IN RESPECT
OF ALL ACTIONS TAKEN OR OMITTED IN ACCORDANCE WITH SUCH DIRECTION, PROVIDED THAT
THE AGENT NEED NOT COMPLY WITH ANY SUCH DIRECTION TO THE EXTENT THAT THE AGENT
REASONABLY BELIEVES THE AGENT'S COMPLIANCE WITH SUCH DIRECTION TO BE UNLAWFUL OR
COMMERCIALLY UNREASONABLE IN ANY APPLICABLE JURISDICTION.
THE AGENT MAY, IN ITS
DISCRETION BUT WITHOUT OBLIGATION, IN THE ABSENCE OF DIRECTION FROM THE REQUIRED
BUYERS, TAKE SUCH INTERIM ACTIONS AS IT BELIEVES NECESSARY TO PRESERVE THE
RIGHTS OF THE BUYERS HEREUNDER AND IN AND TO ANY PURCHASED ITEM, INCLUDING BUT
NOT LIMITED TO PETITIONING A COURT FOR INJUNCTIVE RELIEF, APPOINTMENT OF A
RECEIVER OR PRESERVATION OF THE PROCEEDS OF ANY PURCHASED ITEM.
EACH OF THE
BUYERS ACKNOWLEDGES AND AGREES THAT NO INDIVIDUAL BUYER MAY SEPARATELY ENFORCE
OR EXERCISE ANY OF THE PROVISIONS OF ANY OF THE REPURCHASE DOCUMENTS, OTHER THAN
THROUGH THE AGENT.
ARTICLE XIII
MISCELLANEOUS
SECTION 13.01
INDEMNIFICATION AND EXPENSES.
(A)
EACH
SELLER JOINTLY AND SEVERALLY, AGREES TO INDEMNIFY AND HOLD HARMLESS EACH OF THE
BUYERS, THE AGENT, THE SOLE LEAD ARRANGER AND THEIR RESPECTIVE AFFILIATES AND
SUBSIDIARIES AND THEIR PRESENT AND FORMER RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADVISORS AND OTHER REPRESENTATIVES (EACH, AN "INDEMNIFIED
PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES,
COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND
DISBURSEMENTS) ("COSTS") THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST
ANY INDEMNIFIED PARTY, IN EACH CASE RELATING TO OR ARISING OUT OF THIS
AGREEMENT, ANY OTHER REPURCHASE DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY
OR THEREBY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR
CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, ANY OTHER REPURCHASE DOCUMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, EXCEPT TO THE EXTENT SUCH CLAIM,
DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH
INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
COSTS SUBJECT TO
THIS SECTION 13.01 SHALL INCLUDE