Common use of Rights of Purchaser Clause in Contracts

Rights of Purchaser. Purchaser may from time to time and at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to Purchaser records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Issuer and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Purchaser’s interest in the Collateral. Pledgor agrees that Purhcaser may at any time take such steps as Purchaser deems reasonably necessary to protect Purchaser’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Purchaser may at any time or from time to time pursuant to the Note Purchase Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Note Purchase Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Note Purchase Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Note Purchase Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Purchaser at any time against the Obligations in any order as Purchaser may determine pursuant to the terms of the Note Purchase Agreement; all of the foregoing in such manner and upon such terms as Purchaser may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Purchaser’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Note Purchase Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Company.

Rights of Purchaser. Purchaser may from time to time and at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to Purchaser records and schedules, which show the status As owner of the Collateral Purchased Receivables, the Purchaser shall have no obligation to account for, to replace, to substitute, or to return any Purchased Receivables or Collections thereon to any Seller other than Purchased Receivables for which the Repurchase Price has been paid to the Purchaser in accordance with the terms hereof. Without limiting the foregoing, the Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Purchased Receivables. Each Seller and such other matters which affect Servicer hereby acknowledges the Collateral; (b) verify the Collateral and inspect the books and records of Issuer and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees right of the Collateral Purchaser, as owner of the Purchased Receivables, and, (i) following termination of such Seller as Servicer upon the occurrence of a Servicer Replacement Event, or (ii) upon non-payment by the applicable Account Debtor on any Purchased Receivables due to an Insolvency Event or financial condition of such Account Debtor, authorizes the Purchaser’s interest in the Collateral. Pledgor agrees that Purhcaser may at , its designees and any time successor Servicer, to take such steps as Purchaser deems reasonably necessary to protect Purchaser’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Purchaser may at any time or from time to time pursuant to the Note Purchase Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligationssteps in such Seller’s or Servicer’s name or on behalf of such Seller or Servicer necessary or desirable, (b) supplementin the Purchaser’s determination, amend, restate, supersede, or replace the Note Purchase Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit to collect all amounts due under the Note Purchase Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Note Purchase Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Purchaser at any time against the Obligations in any order as Purchaser may determine pursuant to the terms of the Note Purchase Agreement; all of the foregoing in such manner and upon such terms as Purchaser may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limitedPurchased Receivables, impaired or otherwise affected in any way by reason of including (i) any delay in making demand endorsing such Seller’s or Servicer’s name on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligationschecks and other instruments representing Collections on the Purchased Receivables, (ii) any failureenforcing such Purchased Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment, neglect or omission on Purchaser’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, and (iii) notifying Account Debtors of the Purchaser’s ownership interest and security interest in the Purchased Receivables. In furtherance of the foregoing, each Seller and Servicer agree to facilitate direct contact between such Account Debtor and the Purchaser following termination of such Seller as Servicer upon the occurrence of a Servicer Replacement Event or upon non-payment by the applicable Account Debtor on any failure Purchased Receivables due to obtainan Insolvency Event or financial condition of such Account Debtor. Upon the Purchaser’s request, retain or preserve, or each Servicer will exercise commercially reasonable efforts to assist the lack of prior enforcement of, any rights against any person or persons or Purchaser in any propertyof its efforts, (iv) in accordance with the invalidity rights set forth in this Section 2(h), to enforce or unenforceability of any Obligations or rights collect upon the Purchased Receivables, including in any Collateral under the Note Purchase Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor insolvency proceeding with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any CompanyAccount Debtor.

Rights of Purchaser. As owner of the Purchased Receivables, the Purchaser may from time shall have no obligation to time account for, to replace, to substitute, or to return any Purchased Receivables or Collections attributable to such Purchased Receivables to any Seller other than Purchased Receivables for which the Repurchase Price has been paid to the Purchaser in accordance with the terms hereof. Without limiting the foregoing, the Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Purchased Receivables. Each Seller and at its option (a) require Pledgor toServicer hereby acknowledges the right of the Purchaser, as owner of the Purchased Receivables, and Pledgor shallauthorizes the Purchaser, periodically deliver its designees and any successor Servicer, to Purchaser records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Issuer and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Purchaser’s interest in the Collateral. Pledgor agrees that Purhcaser may at any time take such steps as Purchaser deems reasonably necessary to protect Purchaser’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Purchaser may at any time or from time to time pursuant to the Note Purchase Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligationssteps in such Seller’s or Servicer’s name or on behalf of such Seller or Servicer necessary or desirable, (b) supplementin the Purchaser’s determination, amend, restate, supersede, or replace the Note Purchase Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit to collect all amounts due under the Note Purchase Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Note Purchase Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Purchaser at any time against the Obligations in any order as Purchaser may determine pursuant to the terms of the Note Purchase Agreement; all of the foregoing in such manner and upon such terms as Purchaser may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limitedPurchased Receivables, impaired or otherwise affected in any way by reason of including (i) any delay in making demand endorsing such Seller’s or Servicer’s name on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligationschecks and other instruments representing Collections on the Purchased Receivables, (ii) any failureenforcing such Purchased Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment, neglect or omission on Purchaser’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, and (iii) any failure to obtainnotifying Account Debtors of the Purchaser’s ownership interest and security interest in the Purchased Receivables; provided that, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Note Purchase Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligationsrights in clauses (ii) and (iii) above, the Purchaser hereby agrees that the Purchaser will not exercise such rights with respect to any Purchased Receivable unless and until a Repurchase Event or Servicer Replacement Event (collectively, a “Trigger Event”) has occurred and is continuing. In furtherance of the foregoing, each Seller and Servicer agree, upon the occurrence and during the continuance of a Trigger Event, or (vi) solely with respect to any affected Purchased Receivable, a Repurchase Event and the commencement affected Purchased Receivable has not been repurchased by a Seller, to facilitate, in a commercially reasonable manner, direct contact between each Account Debtor affected thereby and the Purchaser. Upon the Purchaser’s request, each Servicer will exercise commercially reasonable efforts to assist the Purchaser in any of any bankruptcy, reorganization; liquidation, dissolution its efforts to enforce or receivership proceeding or case filed by or against Pledgor or any Companycollect upon the Purchased Receivables.

Rights of Purchaser. Purchaser may from time to time and at its option (a) require All money Proceeds received by Purchaser hereunder shall be held by Purchaser in a Payment Account. All Proceeds while held by Purchaser in a Payment Account (or by a Pledgor to, in trust for Purchaser) shall continue to be held as collateral security for all the Obligations and Pledgor shall, periodically deliver to Purchaser records and schedules, which show the status shall not constitute payment thereof until applied as provided in Section 10 of the Collateral and such other matters which affect the Collateral; Security Agreement. (b) verify Upon the Collateral and inspect the books and records of Issuer and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Purchaser’s interest in the Collateral. Pledgor agrees that Purhcaser may at any time take such steps as Purchaser deems reasonably necessary to protect Purchaser’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Purchaser may at any time or from time to time pursuant to the Note Purchase Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Note Purchase Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Note Purchase Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Note Purchase Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Purchaser at any time against the Obligations in any order as Purchaser may determine pursuant to the terms of the Note Purchase Agreement; all of the foregoing in such manner and upon such terms as Purchaser may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason occurrence of (i) any delay an Event of Default (as defined in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment the Purchase Agreement) under Section 10.1(d) of any Obligationsthe Purchase Agreement, (ii) any failureother non-monetary Event of Default that remains uncured (if capable of being cured, neglect or omission on Purchaser’s part to perfect any lien upon, protect, exercise rights againstit being understood that not cure period will apply if such Event of Default is incapable of being cured) for more than ten (10) Business Days, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtainmonetary Event of Default remains uncured for more than two (2) Business Days, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, and (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Note Purchase Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to each of foregoing clauses (i) through (iii)) until such Event Default is no longer existing, (A) Purchaser shall have the Obligationsright to receive any and all cash dividends paid in respect of the Pledged Equity and make application thereof to the Obligations in such order as Purchaser may determine, and (B) all shares or units of the Pledged Equity shall be registered in the name of Purchaser or its nominee, and Purchaser or its nominee may thereafter exercise (1) all voting, organizational and other rights pertaining to such shares or units of the Pledged Equity at any meeting of equityholders of any Issuer or otherwise and (2) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares or units of the Pledged Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or (vi) upon the commencement exercise by any Pledgor or Purchaser of any bankruptcyright, reorganization; liquidationprivilege or option pertaining to such shares or units of the Pledged Equity, dissolution and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity with any committee, depositary, transfer agent, registrar or receivership proceeding other designated agency upon such terms and conditions as Purchaser may determine), all without liability except to account for property actually received by it, but Purchaser shall have no duty to Pledgor to exercise any such right, privilege or case filed by option and shall not be responsible for any failure to do so or against Pledgor or any Companydelay in so doing.

Rights of Purchaser. Purchaser may from time to time and at its option (a) require Pledgor toNotwithstanding any other provision of this Agreement or the Transaction Documents, and Pledgor shall, periodically deliver to Purchaser records and schedules, which show the status rights of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Issuer and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Purchaser’s interest in the Collateral. Pledgor agrees that Purhcaser may at any time take such steps as Purchaser deems reasonably necessary to protect Purchaser’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Purchaser may at any time or from time to time pursuant to the Note Purchase Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Note Purchase Agreement indemnification or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit remedy under the Note Purchase Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Note Purchase Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Purchaser at any time against the Obligations in any order as Purchaser may determine pursuant to the terms of the Note Purchase Agreement; all of the foregoing in such manner and upon such terms as Purchaser may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limitedimpacted or limited by any knowledge that the Purchaser may have acquired, impaired or could have acquired, whether before or after the date of Closing, nor by any investigation or diligence by the Purchaser, except for the matters disclosed in the Disclosure Schedule or actual knowledge of the Purchaser prior to the date hereof. The Company and each of the Selling Shareholders hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of the Purchaser, and regardless of the results of any such investigation, the Purchaser has entered into this transaction in express reliance upon the representations and warranties of the Company and the Selling Shareholders made in this Agreement. The Purchaser hereby acknowledges and agrees (for itself and on behalf of any other Purchaser Indemnified Persons) that (1) the representations and warranties of the Company and the Selling Shareholders expressly set forth in Article V and Article VI constitute the sole and exclusive representations and warranties of the Company and the Selling Shareholders or any of their respective businesses, prospects or operations or otherwise affected in connection with this Agreement, and (2) except for the subject matter covered in Article V and Article VI, neither the Company, the Selling Shareholders, nor any way by reason current or former shareholder (other than Selling Shareholders as a shareholders of (i) the Company pursuant hereto), director, officer, employee, Affiliate or other representative of the Company or the Selling Shareholders has made and is not making, and the Purchaser is not relying upon, any delay in making demand on Pledgor for representations or delay in enforcing warranties whatsoever regarding Selling Shareholders or failure the Company or the subject matter of this Agreement, express or implied. During the Restricted Period, the Company will continue to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on accommodate Purchaser’s part reasonable requests to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure conduct further diligence and timely respond to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Note Purchase Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor Purchaser’s reasonable inquiries and requests for additional documents with respect to the Obligations, or (vi) Company and its Subsidiaries in connection with the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any CompanyTransaction.

Rights of Purchaser. As owner of the Purchased Receivables, the Purchaser may from time shall have no obligation to time account for, to replace, to substitute, or to return any Purchased Receivables or Collections thereon to any Seller other than Purchased Receivables for which the Repurchase Price has been paid to the Purchaser in accordance with the terms hereof. Without limiting the foregoing, the Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Purchased Receivables. Each Seller and at its option (a) require Pledgor toServicer hereby acknowledges the right of the Purchaser, as owner of the Purchased Receivables, and Pledgor shallauthorizes the Purchaser, periodically deliver its designees and any successor Servicer, to Purchaser records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Issuer and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Purchaser’s interest in the Collateral. Pledgor agrees that Purhcaser may at any time take such steps as Purchaser deems reasonably necessary to protect Purchaser’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Purchaser may at any time or from time to time pursuant to the Note Purchase Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligationssteps in such Seller’s or Servicer’s name or on behalf of such Seller or Servicer necessary or desirable, (b) supplementin the Purchaser’s determination, amend, restate, supersede, or replace the Note Purchase Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit to collect all amounts due under the Note Purchase Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Note Purchase Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Purchaser at any time against the Obligations in any order as Purchaser may determine pursuant to the terms of the Note Purchase Agreement; all of the foregoing in such manner and upon such terms as Purchaser may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limitedPurchased Receivables, impaired or otherwise affected in any way by reason of including (i) any delay in making demand endorsing such Seller’s or Servicer’s name on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligationschecks and other instruments representing Collections on the Purchased Receivables, (ii) any failureenforcing such Purchased Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment, neglect or omission on Purchaser’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, and (iii) any failure to obtainnotifying Account Debtors of the Purchaser’s ownership interest and security interest in the Purchased Receivables; provided that, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Note Purchase Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligationsrights in clauses (ii) and (iii) above, the Purchaser hereby agrees that the Purchaser will not exercise such rights with respect to any Purchased Receivable unless and until (x) a Repurchase Event, Servicer Replacement Event, Insolvency Event with respect to any Seller, or other material breach or default by a Seller or Servicer hereunder (vicollectively, a “Trigger Event”) has occurred and is continuing or (y) any Account Debtor shall have failed to make any payment when due by the commencement Expected Payment Date of the related Purchased Receivable and such receivable has not been repurchased by the applicable Repurchase Date. In furtherance of the foregoing, each Seller and Servicer agree, upon the occurrence and during the continuance of a Trigger Event, or the failure to pay by the Expected Payment Date and the affected Purchased Receivable has not been repurchased by a Seller, or solely with respect to any bankruptcyaffected Purchased Receivable, reorganization; liquidationa Repurchase Event and the affected Purchased Receivable has not been repurchased by a Seller, dissolution to facilitate direct contact between each Account Debtor affected thereby and the Purchaser. Upon the Purchaser’s request, each Servicer will exercise commercially reasonable efforts to assist the Purchaser in any of its efforts to enforce or receivership collect upon the Purchased Receivables, including in any insolvency proceeding or case filed by or against Pledgor or with respect to any CompanyAccount Debtor.

Rights of Purchaser. Purchaser may a. Subject to the limitations set forth in Section 10.5, the funds in the Escrow Account shall be used to indemnify and hold harmless (freistellen) the Indemnitees from time to time and at its option (a) require Pledgor toagainst, and Pledgor shallto compensate the Indemnitees for, periodically deliver to Purchaser records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Issuer and make copies of all Damages suffered or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Purchaser’s interest in the Collateral. Pledgor agrees that Purhcaser may at any time take such steps as Purchaser deems reasonably necessary to protect Purchaser’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Purchaser may at any time or from time to time pursuant to the Note Purchase Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Note Purchase Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Note Purchase Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Note Purchase Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing incurred by any of the Obligations Indemnitees or to which the Indemnitees have otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and (g) apply any and all payments received which arise from any source by Purchaser at any time against the Obligations in any order or as Purchaser may determine pursuant to the terms of the Note Purchase Agreement; all of the foregoing in such manner and upon such terms as Purchaser may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of a result of: (i) any delay breach of one or more of the Representations and Warranties of the Company contained in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, this Agreement; (ii) any failure, neglect breach of one or omission on Purchaser’s part to perfect any lien upon, protect, exercise rights against, more of the covenants of the Sellers contained in this Agreement; or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure matter specified in Schedule 10.1 (a) of Reference Deed 2; provided, however, that once the funds in the Escrow Account are exhausted or if there are no sufficient funds in the Escrow Account (that are not subject to obtain, retain pending claims) to cover such Damages (for the avoidance of doubt: which arise from or preserve, as a result of any matter referred to in the preceding clauses “(i),” (ii)” or the lack of prior enforcement of, any rights against any person or persons or in any property, “(iviii)”) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Note Purchase Agreement, Sellers shall indemnify and hold harmless (vfreistellen) the existence or nonexistence of any defenses which may Indemnitees from and against, and shall compensate the Indemnitees for such Damages with such compensation to be available to Pledgor pro rata based upon the percentages set forth under “Escrow Percentage” (the “Participation Percentage”) in Schedule 2.2A, except that with respect to clause “(ii)” above, the Obligationsbreaching Seller’s obligation to indemnify, compensate and reimburse the Indemnitees shall not be limited to such Seller’s Participation Percentage of the Damages and the Indemnitees, at their sole discretion, may either recover part or all of the Damages from the Sellers based on their respective Participation Percentages of the Damages and/or recover part or all of the Damages from the breaching Seller (vias long as the Indemnitees do not get recovery more than once for the same Damages). b. Each Seller shall indemnify and hold harmless (freistellen) the commencement Indemnitees from and against, and shall compensate the Indemnitees for, all Damages suffered or incurred by any of the Indemnitees or to which the Indemnitees have otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of any bankruptcybreach of one or more of the Representations and Warranties or covenants of such Seller contained in this Agreement. c. Sections 249 to 254 German Civil Code (BGB) shall apply unless otherwise provided herein. d. Without limiting the foregoing, reorganizationbut subject to Section 10.5, in the event that a third party has a claim against any Indemnitee, whether due or not, which would not exist had a breach not occurred, the funds in the Escrow Account shall be used to indemnify and hold harmless (freistellen) the Indemnitees from and against such claim and to compensate the Indemnitees for all Damages suffered or incurred which they would not have suffered in the absence of such a claim; liquidationprovided, dissolution however, that once the funds in the Escrow Account are exhausted or receivership proceeding or case filed by or against Pledgor or any Companyif there are no sufficient funds (that are not subject to pending claims) to cover such Damages the Sellers shall indemnify and hold harmless (freistellen) the Indemnitees from such claim and shall compensate the Indemnitees for all Damages suffered which they would not have suffered in the absence of such a claim.