AND AGAINST ALL LIABILITY, LOSS, COST, CHARGE OR EXPENSE,
INCLUDING BUT NOT LIMITED TO, REASONABLE COUNSEL FEES, ARISING THEREFROM.
13.02
AMENDMENT AND MODIFICATION.
THIS AGREEMENT MAY ONLY BE AMENDED,
MODIFIED AND SUPPLEMENTED BY WRITTEN AGREEMENT EXECUTED BY PURCHASER AND SELLER
AND, IF THE BANKRUPTCY COURT HAS ALREADY APPROVED THIS AGREEMENT, WITH THE
APPROVAL OF THE BANKRUPTCY COURT.
13.03
WAIVER OF COMPLIANCE.
ANY FAILURE BY SELLER, ON THE ONE HAND, OR
PURCHASER, ON THE OTHER HAND, TO COMPLY WITH ANY OBLIGATION, COVENANT, AGREEMENT
OR CONDITION HEREIN MAY BE EXPRESSLY WAIVED IN WRITING BY PURCHASER OR SELLER,
RESPECTIVELY, BUT SUCH WAIVER OR FAILURE TO INSIST UPON STRICT COMPLIANCE WITH
SUCH OBLIGATION, COVENANT, AGREEMENT OR CONDITION SHALL NOT OPERATE AS A WAIVER
OF, OR ESTOPPEL WITH RESPECT TO, ANY SUBSEQUENT OR OTHER FAILURE.
13.04
EXPENSES.
EACH OF THE PARTIES HERETO WILL PAY ITS OWN EXPENSES INCURRED
BY IT OR ON ITS BEHALF IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT SUCH TRANSACTIONS SHALL BE
CONSUMMATED.
IN ADDITION, PURCHASER SHALL BEAR THE EXPENSE OF ANY TRANSFER TAX
OR SALES TAX APPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY.
13.05
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN DULY GIVEN IF DELIVERED BY HAND, BY RECOGNIZED OVERNIGHT COURIER SERVICE OR
FACSIMILE TRANSMISSION:
(A)
IF TO SELLER, TO:
Mirant New York, Inc.
c/o Mirant Corporation
1155 Perimeter Center West
Atlanta, GA 30338-5416
Attention: Jeffrey Perry, President
Fax: (678) 579-3824
Email:

With a copy to:
Mirant New York, Inc.
c/o Mirant Corporation
1155 Perimeter Center West
Atlanta, GA 30338-5416
46
Attention: Sonnet Edmonds, Vice President
and Assistant General Counsel
Fax: (678) 579-5890
Email:
And
Hiscock & Barclay, LLP
One Park Place
300 South State Street
Syracuse, NY 13202
Attention: George S. Deptula, Esq.
Fax: (315) 425-8545
Email: 
or to such other Person or address as Seller shall furnish to Purchaser in
writing.
(B)
IF TO PURCHASER, TO:
Alliance Energy Renewables, LLC
6941 Kassonta Drive
Jamesville, NY
13078
Attn: Samuel G. Nappi, President
Fax: 315-682-7089
Email: 
With a copy to:
Troutman Sanders LLP
405 Lexington Avenue
New York, NY 10174
Attention: Howard L. Margulis, Esq.
Fax: 212-704-8330
Email:
or to such other Person or address as Purchaser shall furnish to Seller in
writing.
13.06
ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS, BUT NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNED BY ANY PARTY HERETO
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED, HOWEVER, THAT
PURCHASER MAY ASSIGN THIS AGREEMENT AND ITS RIGHTS, INTERESTS AND OBLIGATIONS
HEREUNDER TO ANY OF PURCHASER'S AFFILIATES.
ANY SUCH ASSIGNMENT SHALL NOT
RELEASE PURCHASER FROM ITS OBLIGATIONS HEREUNDER.
13.07
GOVERNING LAW.
THE VALIDITY, INTERPRETATION AND EFFECT OF THIS
AGREEMENT ARE GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH