PLACE AND OTHER TERMS, INCLUDING WITHOUT
LIMITATION, THE AMOUNT OF THE PURCHASE PRICE AND TERMS FOR PAYMENT THEREOF, ARE
COMMERCIALLY REASONABLE.
SECTION 13.
WAIVERS BY DEBTOR.
SECTION 13.1
DEBTOR EXPRESSLY WAIVES ITS RIGHTS
TO NOTIFICATION OF DISPOSITION OF THE PURCHASED ASSETS.
SECTION 13.2
DEBTOR EXPRESSLY WAIVES ALL RIGHTS
TO REDEEM IN RESPECT OF THE PURCHASED ASSETS.
Debtor expressly acknowledges that its waivers under this Section 13 are entered
into and authenticated by Debtor after default as contemplated by Article 9 of
the UCC.
SECTION 14.
INDEMNIFICATION BY DEBTOR.
DEBTOR HEREBY AGREES
TO PAY, INDEMNIFY, DEFEND AND HOLD SECURED PARTY AND BUYER, AND THEIR EMPLOYEES
AND AGENTS (EACH, AN "INDEMNIFIED PERSON") HARMLESS (TO THE FULLEST EXTENT
PERMITTED BY LAW) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS,
INVESTIGATIONS, PROCEEDINGS, AND DAMAGES, AND ALL REASONABLE ATTORNEYS FEES AND
DISBURSEMENTS AND OTHER COSTS AND EXPENSES ACTUALLY INCURRED IN CONNECTION
THEREWITH (AS AND WHEN THEY ARE INCURRED AND IRRESPECTIVE OF WHETHER SUIT IS
BROUGHT), AT ANY TIME ASSERTED AGAINST, IMPOSED UPON, OR INCURRED BY ANY OF THEM
(A) IN CONNECTION WITH OR AS A RESULT OF OR RELATED TO THE EXECUTION, DELIVERY,
ENFORCEMENT, PERFORMANCE, OR ADMINISTRATION (INCLUDING ANY AMENDMENT OR
MODIFICATION WITH RESPECT HERETO) OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY AND (B) WITH RESPECT TO ANY INVESTIGATION,
LITIGATION, OR PROCEEDING RELATED TO THIS AGREEMENT OR THE DISBURSEMENT OR USE
OF PROCEEDS OR PAYMENTS MADE HEREUNDER (IRRESPECTIVE OF WHETHER ANY INDEMNIFIED
PERSON IS A PARTY THERETO), OR ANY ACT, OMISSION, EVENT, OR CIRCUMSTANCE IN ANY
MANNER RELATED THERETO (ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED
LIABILITIES").
THE FOREGOING TO THE CONTRARY NOTWITHSTANDING, DEBTOR SHALL HAVE
NO OBLIGATION TO ANY INDEMNIFIED PERSON UNDER THIS SECTION 14 WITH RESPECT TO
ANY INDEMNIFIED LIABILITY THAT A COURT OF COMPETENT JURISDICTION FINALLY
DETERMINES TO HAVE RESULTED FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNIFIED PERSON.
THIS PROVISION SHALL SURVIVE THE TERMINATION AND
PERFORMANCE OF THIS AGREEMENT.
IF ANY INDEMNIFIED PERSON MAKES ANY PAYMENT TO
ANY OTHER INDEMNIFIED PERSON WITH RESPECT TO AN INDEMNIFIED LIABILITY AS TO
WHICH DEBTOR WAS REQUIRED TO INDEMNIFY THE INDEMNIFIED PERSON RECEIVING SUCH
PAYMENT, THE INDEMNIFIED PERSON MAKING SUCH PAYMENT IS ENTITLED TO BE
INDEMNIFIED AND REIMBURSED BY DEBTOR WITH RESPECT THERETO.
WITHOUT LIMITATION,
THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO
INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF
ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.
DEBTOR HEREBY INDEMNIFIES AND HOLDS SECURED PARTY AND BUYER HARMLESS FROM AND
AGAINST ANY AND ALL DOCUMENTARY, STAMP, INTANGIBLE, TRANSFER AND OTHER SIMILAR
TAXES, CHARGES OR LEVIES IMPOSED ON OR ASSERTED AGAINST SECURED PARTY IN
CONNECTION WITH TRANSFER OF THE PURCHASED ASSETS PURSUANT TO THIS AGREEMENT.
SECTION 15.
INDEMNIFICATION BY BUYER.
BUYER HEREBY AGREES
TO PAY, INDEMNIFY, DEFEND AND HOLD DEBTOR AND ITS EMPLOYEES AND AGENTS (EACH,
"DEBTOR INDEMNIFIED PERSON") HARMLESS (TO THE FULLEST EXTENT PERMITTED BY LAW)
FROM AND AGAINST ANY AND