(EXCLUDING INCOME TAXES) INCURRED BY THE
BUYER OR ITS ASSIGNEES IN CONNECTION WITH THE EXECUTION, DELIVERY, FILING AND
RECORDING OF THIS AGREEMENT AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER,
INCLUDING, WITHOUT LIMITATION, ALL COSTS AND EXPENSES INCURRED BY THE BUYER OR
ITS ASSIGNEES IN CONNECTION WITH PERIODIC AUDITS (SUBJECT TO THE LIMITATIONS SET
FORTH IN SECTION 5.1(E)) OF THE SELLER'S BOOKS AND RECORDS.
Section 10.8.
Recourse Against Certain Parties.
NO RECOURSE UNDER OR WITH RESPECT TO ANY OBLIGATION, COVENANT OR AGREEMENT
(INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF ANY FEES OR ANY OTHER
OBLIGATIONS) OF THE BUYER AS CONTAINED IN THIS AGREEMENT OR ANY OTHER AGREEMENT,
INSTRUMENT OR DOCUMENT ENTERED INTO BY IT PURSUANT HERETO OR IN CONNECTION
HEREWITH SHALL BE HAD AGAINST ANY INCORPORATOR, OFFICER, EMPLOYEE OR DIRECTOR OF
THE BUYER, AS SUCH, BY THE ENFORCEMENT OF ANY ASSESSMENT OR BY ANY LEGAL OR
EQUITABLE PROCEEDING, BY VIRTUE OF ANY STATUTE OR OTHERWISE; IT BEING EXPRESSLY
AGREED AND UNDERSTOOD THAT THE AGREEMENTS OF THE BUYER CONTAINED IN THIS
AGREEMENT AND ALL OF THE OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS ENTERED
INTO BY IT PURSUANT HERETO OR IN CONNECTION HEREWITH ARE, IN EACH CASE, SOLELY
THE COMPANY OBLIGATIONS OF THE BUYER, AND THAT NO PERSONAL LIABILITY WHATSOEVER
SHALL ATTACH TO OR BE INCURRED BY ANY INCORPORATOR, OFFICER, EMPLOYEE OR
DIRECTOR OF THE BUYER, AS SUCH, OR ANY OF THEM, UNDER OR BY REASON OF ANY OF THE
OBLIGATIONS, COVENANTS OR AGREEMENTS OF THE BUYER CONTAINED IN THIS AGREEMENT OR
IN ANY OTHER SUCH INSTRUMENTS, DOCUMENTS OR AGREEMENTS, OR WHICH ARE IMPLIED
THEREFROM, AND THAT ANY AND ALL PERSONAL LIABILITY OF EACH INCORPORATOR,
OFFICER, EMPLOYEE OR DIRECTOR OF THE BUYER, OR ANY OF THEM, FOR BREACHES BY THE
BUYER OF ANY SUCH OBLIGATIONS, COVENANTS OR AGREEMENTS, WHICH LIABILITY MAY
ARISE EITHER AT COMMON LAW OR AT EQUITY, BY STATUTE OR CONSTITUTION, OR
OTHERWISE, IS HEREBY EXPRESSLY WAIVED AS A CONDITION OF AND IN CONSIDERATION FOR
THE EXECUTION OF THIS AGREEMENT.
Section 10.9.
Protection of Right, Title and Interest in
the Sale Assets; Further Action Evidencing the Purchase.
(A)
THE SELLER HEREBY AUTHORIZES THE BUYER TO
FILE, AND SHALL COOPERATE WITH THE BUYER WITH RESPECT TO EXECUTING AND/OR
FILING, ALL FINANCING STATEMENTS, FINANCING STATEMENT AMENDMENTS
40
OR ASSIGNMENTS, AND CONTINUATION STATEMENTS AND ANY OTHER NECESSARY DOCUMENTS
COVERING THE RIGHT, TITLE AND INTEREST OF THE BUYER TO THE SALE ASSETS, AND IN
CAUSING THE SAME BE PROMPTLY RECORDED, REGISTERED AND FILED, AND AT ALL TIMES TO
BE KEPT RECORDED, REGISTERED AND FILED, ALL IN SUCH MANNER AND IN SUCH PLACES AS
MAY BE REQUIRED BY LAW FULLY TO PRESERVE AND PROTECT THE OWNERSHIP OR FIRST
PRIORITY SECURITY INTEREST OF THE BUYER HEREUNDER TO ALL PROPERTY COMPRISING THE
SALE ASSETS. THE SELLER SHALL COOPERATE FULLY WITH THE BUYER IN CONNECTION WITH
THE OBLIGATIONS SET FORTH ABOVE AND WILL EXECUTE ANY AND ALL DOCUMENTS
REASONABLY REQUIRED TO FULFILL THE INTENT OF THIS SECTION 10.9.
(B)
THE SELLER AGREES THAT FROM TIME TO TIME, AT
THE