ITS SOLE
DISCRETION, THE TIME AND MANNER OF LIQUIDATING ANY PURCHASED ASSETS, AND NOTHING
CONTAINED HEREIN SHALL (A) OBLIGATE BUYER TO LIQUIDATE ANY PURCHASED ASSETS ON
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT OR TO LIQUIDATE
ALL OF THE PURCHASED ASSETS IN THE SAME MANNER OR ON THE SAME BUSINESS DAY OR
(B) CONSTITUTE A WAIVER OF ANY RIGHT OR REMEDY OF BUYER.
(V)
SELLER SHALL BE LIABLE TO BUYER FOR (A) THE AMOUNT OF ALL ACTUAL
OUT-OF-POCKET EXPENSES, INCLUDING REASONABLE LEGAL FEES AND EXPENSES, ACTUALLY
INCURRED BY BUYER IN CONNECTION WITH OR AS A CONSEQUENCE OF AN EVENT OF DEFAULT
WITH RESPECT TO SELLER AND (B) ALL COSTS INCURRED BY BUYER IN CONNECTION WITH
HEDGING TRANSACTIONS IN THE EVENT THAT SELLER, FROM AND AFTER AN EVENT OF
DEFAULT, TAKES ANY ACTION TO IMPEDE OR OTHERWISE AFFECT BUYER'S REMEDIES UNDER
THIS AGREEMENT.
(VI)
BUYER SHALL HAVE, IN ADDITION TO ITS RIGHTS AND REMEDIES UNDER THE
TRANSACTION DOCUMENTS, ALL OF THE RIGHTS AND REMEDIES PROVIDED BY APPLICABLE
FEDERAL, STATE, FOREIGN (WHERE RELEVANT), AND LOCAL LAWS (INCLUDING, WITHOUT
LIMITATION, IF THE TRANSACTIONS ARE RECHARACTERIZED AS SECURED FINANCINGS, THE
RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UCC OF THE STATE OF NEW YORK,
TO THE EXTENT THAT THE UCC IS APPLICABLE, AND THE RIGHT TO OFFSET ANY MUTUAL
DEBT AND CLAIM), IN EQUITY, AND UNDER ANY OTHER AGREEMENT BETWEEN BUYER AND
SELLER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER SHALL BE
ENTITLED TO SET OFF THE PROCEEDS OF THE LIQUIDATION OF THE
60
PURCHASED ASSETS AGAINST ALL OF SELLER'S OBLIGATIONS TO BUYER UNDER THIS
AGREEMENT, WITHOUT PREJUDICE TO BUYER'S RIGHT TO RECOVER ANY DEFICIENCY.
(VII)
SUBJECT TO THE NOTICE AND CURE PERIODS SET FORTH HEREIN, BUYER MAY
EXERCISE ANY OR ALL OF THE REMEDIES AVAILABLE TO BUYER IMMEDIATELY UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO SELLER AND AT ANY TIME DURING
THE CONTINUANCE THEREOF.
ALL RIGHTS AND REMEDIES ARISING UNDER THE TRANSACTION
DOCUMENTS, AS AMENDED FROM TIME TO TIME, ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
OTHER RIGHTS OR REMEDIES THAT BUYER MAY HAVE.
(VIII)
BUYER MAY ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITHOUT PRIOR
JUDICIAL PROCESS OR HEARING, AND SELLER HEREBY EXPRESSLY WAIVES ANY DEFENSES
SELLER MIGHT OTHERWISE HAVE TO REQUIRE BUYER TO ENFORCE ITS RIGHTS BY JUDICIAL
PROCESS.
SELLER ALSO WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY DEFENSE SELLER
MIGHT OTHERWISE HAVE ARISING FROM THE USE OF NONJUDICIAL PROCESS, DISPOSITION OF
ANY OR ALL OF THE PURCHASED ASSETS, OR FROM ANY OTHER ELECTION OF REMEDIES.
SELLER RECOGNIZES THAT NONJUDICIAL REMEDIES ARE CONSISTENT WITH THE USAGES OF
THE TRADE, ARE RESPONSIVE TO COMMERCIAL NECESSITY AND ARE THE RESULT OF A
BARGAIN AT ARM'S LENGTH.
ARTICLE 14.
SINGLE AGREEMENT
Buyer and Seller acknowledge that, and have entered hereinto and will enter into
each Transaction hereunder in consideration of and in reliance upon the fact
that, all Transactions hereunder constitute a single business and contractual
relationship and have been made in