RECEIVABLES SALE AGREEMENT), ANY PROCEEDING OF THE TYPE REFERRED
TO IN THE DEFINITION OF BANKRUPTCY EVENT SO LONG AS THERE SHALL NOT HAVE ELAPSED
ONE YEAR PLUS ONE DAY SINCE THE LAST DAY ON WHICH ANY SUCH INVESTMENT SHALL HAVE
BEEN OUTSTANDING.
THE FOREGOING SHALL NOT LIMIT THE RIGHT OF A SELLER TO FILE
ANY CLAIM IN OR OTHERWISE TAKE ANY ACTION WITH RESPECT TO ANY SUCH PROCEEDING
THAT WAS INSTITUTED AGAINST BUYER OR ANY CONDUIT PURCHASER (AS SUCH TERM IS
DEFINED IN THE RECEIVABLES SALE AGREEMENT) BY ANY PERSON OTHER THAN A SELLER OR
THE PARENT (PROVIDED THAT NO SUCH ACTION MAY BE TAKEN BY A SELLER UNTIL SUCH
PROCEEDING HAS CONTINUED UNDISMISSED, UNSTAYED AND IN EFFECT FOR A PERIOD OF 10
DAYS).
SECTION 10.14
SEVERABILITY OF PROVISIONS.
IF ANY ONE OR MORE OF THE
COVENANTS, AGREEMENTS, PROVISIONS OR TERMS OF THIS AGREEMENT OR ANY OF THE OTHER
TRANSACTION DOCUMENTS SHALL FOR ANY REASON WHATSOEVER BE HELD INVALID, THEN THE
UNENFORCEABLE COVENANTS, AGREEMENTS, PROVISIONS OR TERMS SHALL BE DEEMED
SEVERABLE FROM THE REMAINING COVENANTS, AGREEMENTS, PROVISIONS OR TERMS OF THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS APPLICABLE) AND SHALL IN NO WAY
AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER PROVISIONS OF THIS AGREEMENT
OR ANY OF THE OTHER TRANSACTION DOCUMENTS.
SECTION 10.15
RECOURSE TO BUYER.
EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED OTHERWISE IN THE TRANSACTION DOCUMENTS, THE OBLIGATIONS OF BUYER UNDER
THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY ARE SOLELY THE OBLIGATIONS OF
BUYER. NO RECOURSE SHALL BE HAD FOR PAYMENT OF ANY FEE PAYABLE BY OR OTHER
OBLIGATION OF OR CLAIM AGAINST BUYER THAT ARISES OUT OF ANY TRANSACTION DOCUMENT
TO WHICH BUYER IS A PARTY AGAINST ANY DIRECTOR, OFFICER OR EMPLOYEE OF BUYER.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
SECTION 10.16
AUTHORIZATION TO FILE FINANCING STATEMENTS.
EACH OF
THE SELLERS HEREBY IRREVOCABLY AUTHORIZES EACH OF THE BUYER AND ITS ASSIGNEES,
AT ANY TIME, AND FROM TIME TO TIME, TO FILE IN ANY FILING OFFICE IN ANY
JURISDICTION ANY INITIAL FINANCING STATEMENTS AND AMENDMENTS THERETO THAT
INDICATE THE SPECIFIED ASSETS AS COLLATERAL, AND HEREBY RATIFIES THE FILING OF
ANY INITIAL FINANCING STATEMENTS OR AMENDMENTS THERETO FILED BY THE BUYER OR ITS
ASSIGNEES THAT INDICATE THE SPECIFIED ASSETS AS COLLATERAL WHICH WERE FILED
PRIOR TO THE EXECUTION OF THIS AGREEMENT.
SECTION 10.17
EFFECT ON ORIGINAL AGREEMENT.
NOTWITHSTANDING THAT
THIS AGREEMENT IS AMENDED AND RESTATED AS OF SEPTEMBER 28, 2006, NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO CAUSE A NOVATION OF THE TRANSACTIONS,
TRANSFERS AND INDEBTEDNESS EFFECTED UNDER THE ORIGINAL AGREEMENT, AS AMENDED AND
SUPPLEMENTED TO DATE AND ALL OF THE BUYER NOTES PREVIOUSLY EXECUTED.
ALL BUYER
NOTES ISSUED PURSUANT TO THE TERMS OF THE ORIGINAL AGREEMENT REMAIN IN FULL
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FORCE AND EFFECT AND ALL REFERENCES TO THE ORIGINAL AGREEMENT CONTAINED THEREIN
ARE HEREBY AMENDED TO REFER TO THIS AGREEMENT, AS IT MAY BE AMENDED, MODIFIED OR
SUPPLEMENTED FROM TIME TO TIME.
[SIGNATURES FOLLOW]
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IN WITNESS