AND ALL COSTS AND EXPENSES, IF ANY
(INCLUDING REASONABLE COUNSEL FEES AND EXPENSES), IN CONNECTION WITH THE
ENFORCEMENT OF THIS RECEIVABLES PURCHASE AGREEMENT, THE ING PURCHASE AGREEMENT
AND THE OTHER AGREEMENTS AND DOCUMENTS TO BE DELIVERED HEREUNDER.
(B)
IN ADDITION, THE SELLER SHALL PAY ANY AND
ALL STAMP, SALES, EXCISE AND OTHER TAXES AND FEES PAYABLE OR DETERMINED TO BE
PAYABLE IN CONNECTION WITH THE EXECUTION, DELIVERY, FILING AND RECORDING OF THIS
RECEIVABLES PURCHASE AGREEMENT, THE ING PURCHASE AGREEMENT OR THE OTHER FACILITY
DOCUMENTS, AND AGREES TO INDEMNIFY EACH PURCHASER, EACH AGENT, ING AND
50
their respective assignees against any liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes and fees.
SECTION 11.07.
EXECUTION IN COUNTERPARTS; SEVERABILITY.
THIS RECEIVABLES
PURCHASE AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY
DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
IN CASE ANY PROVISION IN OR
OBLIGATION UNDER THIS RECEIVABLES PURCHASE AGREEMENT SHALL BE INVALID, ILLEGAL
OR UNENFORCEABLE IN ANY JURISDICTION, THE VALIDITY, LEGALITY AND ENFORCEABILITY
OF THE REMAINING PROVISIONS OR OBLIGATIONS, OR OF SUCH PROVISION OR OBLIGATION
IN ANY OTHER JURISDICTION, SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
SECTION 11.08.
NO BANKRUPTCY PETITION AGAINST CONDUIT PURCHASERS.
EACH OF ING
AND EACH PARTY HERETO COVENANTS AND AGREES THAT IT WILL NOT INSTITUTE AGAINST
ANY CONDUIT PURCHASER, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST ANY
CONDUIT PURCHASER, ANY INSOLVENCY PROCEEDING UNDER BANKRUPTCY LAW OR UNDER ANY
SIMILAR FEDERAL OR STATE LAW.
SECTION 11.09.
SUBORDINATION.
NOTWITHSTANDING ANY OTHER PROVISIONS, ALL
PAYMENTS MADE TO ING HEREUNDER OR UNDER ANY OTHER ING FACILITY DOCUMENTS SHALL
BE SUBJECT TO SECTION 5.01 OF THE ING PURCHASE AGREEMENT, AND ING'S RIGHTS TO
TAKE ANY ENFORCEMENT ACTION SHALL BE LIMITED TO AS SET FORTH IN SECTION 5.02 OF
THE ING PURCHASE AGREEMENT.
SECTION 11.10.
REFERENCE TO AND EFFECT ON SECOND AMENDED AND RESTATED LRPA.
EACH OF THE PARTIES HERETO RATIFIES THE SALES, CONVEYANCES, PAYMENTS,
REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNITIES MADE IN THE SECOND
AMENDED AND RESTATED LRPA AND AGREES THAT SUCH AGREEMENT IS, AS OF THE DATE
HEREOF, IN FULL FORCE AND EFFECT.
FROM AND AFTER THE EFFECTIVE DATE, (I) THE
TERMS AND PROVISIONS OF THIS RECEIVABLES PURCHASE AGREEMENT SHALL AMEND AND
SUPERSEDE THE TERMS AND PROVISIONS OF THE SECOND AMENDED AND RESTATED LRPA IN
THEIR ENTIRETY, (II) THE CONTINUING RIGHTS, REMEDIES AND OBLIGATIONS OF THE
PARTIES WITH RESPECT TO ANY RECEIVABLES AND OTHER PURCHASED ASSETS ACQUIRED
UNDER THE SECOND AMENDED AND RESTATED LRPA SHALL BE GOVERNED BY THE TERMS AND
PROVISIONS OF THIS RECEIVABLES PURCHASE AGREEMENT TO THE SAME EXTENT AS IF SUCH
PURCHASED ASSETS HAD BEEN CONVEYED UNDER THIS RECEIVABLES PURCHASE AGREEMENT,
AND (III) ALL REFERENCES IN ANY OTHER FACILITY DOCUMENTS TO THE SECOND AMENDED
AND RESTATED LRPA OR APPENDIX A THERETO SHALL MEAN AND BE A REFERENCE TO