EQUAL TO
CUSTOMER REPURCHASE PRICE PLUS ALL OTHER AMOUNTS PAYABLE HEREUNDER AND UNDER THE
OTHER TRANSACTION DOCUMENTS, REPURCHASE AND PAYMENT IN FULL OF ALL RECEIVABLES
FUNDED BY BUYER HEREUNDER, PAYMENTS ON ACCOUNT OF COLLECTIONS RECEIVED OR DEEMED
TO BE RECEIVED AND FEES.
THIS AGREEMENT SHALL CONSTITUTE A SECURITY AGREEMENT
UNDER APPLICABLE LAW WITH REGARD TO THE SECURITY INTEREST GRANTED PURSUANT TO
THIS SECTION 8.1.
BUYER SHALL HAVE ALL OF THE RIGHTS AND MAY
EXERCISE ALL OF
THE REMEDIES OF A SECURED CREDITOR UNDER THE UCC AND THE OTHER LAWS OF THE STATE
OF NEW YORK.
IN FURTHERANCE OF THE FOREGOING, (A) CUSTOMER, AT ITS SOLE COST
AND EXPENSE, SHALL CAUSE TO BE FILED IN SUCH LOCATIONS AS MAY BE NECESSARY TO
PERFECT AND MAINTAIN PERFECTION AND PRIORITY OF THE SECURITY INTEREST GRANTED
HEREBY, UCC-1 FINANCING STATEMENTS AND CONTINUATION STATEMENTS (COLLECTIVELY,
THE "FILINGS"), AND SHALL FORWARD COPIES OF SUCH FILINGS TO BUYER UPON
COMPLETION
64
thereof, and (b) Customer shall from time to time take such further actions as
may be reasonably requested by Buyer to maintain and continue the perfection and
priority of the security interest granted hereby.
To the extent permitted by
applicable law, Customer waives all claims, damages, and demands against Buyer
arising out of the repossession, retention or sale of the Warehouse Assets,
except in each case arising out of the Gross Negligence of Buyer, as finally
determined by a court of competent jurisdiction.
Customer agrees that Buyer
need not give more than ten (10) days' notice of the time and place of any
public sale or of the time after which a private sale may take place and that
such notice is commercially reasonable notification of such matters.
ARTICLE IX
INDEMNIFICATION
SECTION 9.1.
INDEMNITIES BY CUSTOMER.
WITHOUT
LIMITING ANY OTHER RIGHTS WHICH BUYER AND ANY OTHER PURCHASER REPRESENTATIVE MAY
HAVE HEREUNDER OR UNDER APPLICABLE LAW, CUSTOMER HEREBY AGREES TO, AND DOES
HEREBY, INDEMNIFY AND HOLD HARMLESS BUYER AND EACH OTHER PURCHASER
REPRESENTATIVE AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
HEIRS, SUCCESSORS AND ASSIGNS (EACH AN "INDEMNIFIED PARTY") FROM AND AGAINST ALL
DAMAGES, LOSSES, CLAIMS, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES (WHICH SUCH ATTORNEYS MAY BE EMPLOYEES OF SUCH INDEMNIFIED
PARTIES, OR ANY ASSIGNEE, IF ANY) AND DISBURSEMENTS (ALL OF THE FOREGOING BEING
COLLECTIVELY REFERRED TO AS "INDEMNIFIED AMOUNTS") AWARDED AGAINST OR INCURRED
BY ANY OF THEM ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, OR THE ACQUISITION, EITHER DIRECTLY OR INDIRECTLY, BY
BUYER OR ITS SUCCESSORS OR ASSIGNS OF THE WAREHOUSE ASSETS, OR IN RESPECT OF ANY
COMMITMENT OR OBLIGATION OF BUYER TO ACQUIRE THE WAREHOUSE ASSETS AND PAY
AMOUNTS IN RESPECT OF THIS FACILITY, EXCLUDING, HOWEVER, INDEMNIFIED AMOUNTS TO
THE EXTENT FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION HOLDS SUCH
INDEMNIFIED AMOUNTS RESULTED FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE
PART OF THE INDEMNIFIED PARTY SEEKING INDEMNIFICATION; PROVIDED THAT NOTHING
CONTAINED IN THIS SENTENCE SHALL LIMIT THE LIABILITY OF CUSTOMER OR LIMIT THE