Financial Services
Corporation #3).
Transaction Documents shall mean, with respect to the Lease Transaction all of
the agreements, instruments, certificates, financing statements and other
documents of any nature executed in connection therewith, including any
amendments, modifications or supplements thereof from time to time, including
the documents listed on Schedule 2 to this Purchase Agreement and all "Operative
Documents" (as such term is defined in the Transaction Documents).
Transfer Documents shall mean the Purchase Agreement, the Bill of Sale and the
Assignment and Assumption Agreement.
EXHIBIT B
Bill of Sale
MELLON LEASING CORPORATION (f/k/a MELLON FINANCIAL SERVICES CORPORATION #3), a
Pennsylvania corporation ("Seller"), is issuing this Bill of Sale to
NORTHWESTERN CORPORATION, a Delaware corporation ("Purchaser").
Background
Seller and Purchaser are parties to a Purchase Agreement, dated as of January
18, 2007 (the "Purchase Agreement"), and an Assignment and Assumption Agreement,
dated of even date herewith, covering the purchase and sale of a certain Lease
Transaction. Capitalized terms used herein, and not otherwise defined herein,
shall have the respective meanings assigned to such terms in the Purchase
Agreement.
1.
Sale of Lease Transaction
For good and valuable consideration paid by Purchaser to Seller, the receipt and
sufficiency of which are hereby acknowledged, Seller has sold, and by these
presents, does sell on the date hereof free and clear of any and all Liens
created by or arising through Seller, except as otherwise contemplated by the
Transaction Documents, all of Seller's right, title and interest to and in the
Lease Transaction described in Part I of Schedule 1 attached hereto and
incorporated by reference herein.
2.
Warranties and Disclaimers
PURCHASER ACKNOWLEDGES THAT THE SALE OF THE LEASE TRANSACTION HEREUNDER IS BEING
MADE ON AN "AS IS" AND "WHERE IS" BASIS. EXCEPT AS SPECIFICALLY SET FORTH IN
THIS BILL OF SALE, THE PURCHASE AGREEMENT AND THE ASSIGNMENT AND ASSUMPTION
AGREEMENT, SELLER MAKES NO, HEREBY DISCLAIMS ANY, AND PURCHASER HEREBY WAIVES
ALL, OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER CONCERNING THE LEASE TRANSACTION OR THE ASSET INCLUDING, WITHOUT
LIMITATION, THE SELECTION, QUALITY, OR CONDITION THEREOF, OR MERCHANTABILITY,
SUITABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, THE OPERATION, PERFORMANCE OR
MAINTENANCE THEREOF, PATENT INFRINGEMENT, ENVIRONMENTAL, PROPERTY OR USE ISSUES
OR THE LIKE OR AS TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS OR BUSINESS
OF THE LESSEE, THE TRANSACTIONS CONTEMPLATED HEREBY, THE ANTICIPATED OR EXPECTED
RESULTS THEREOF TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE TAX
CONSEQUENCES TO PURCHASER OF SUCH TRANSACTIONS UNDER FEDERAL, STATE OR LOCAL
LAWS, OR ANY OTHER MATTER WHATSOEVER. SELLER ALSO DISCLAIMS AND PURCHASER WAIVES
ANY OBLIGATION OR LIABILITY TO PURCHASER FOR LOSS OR INTERRUPTION OF USE,
REVENUE, PROFIT OR BUSINESS, AND FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES.
3.
Miscellaneous
3.1.
Successors and Assigns. This Bill of Sale shall be binding upon, and
inure to the benefit of, Seller, Purchaser and their permitted respective
successors and assigns.
3.2.
Governing Law. THIS BILL OF SALE, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY,