AGREES THAT THE RIGHTS OF THE BORROWER TO REQUIRE PAYMENT
OF A REJECTED AMOUNT FROM AN ORIGINATOR UNDER THE SALE AGREEMENT MAY BE ENFORCED
BY THE LENDERS AND THE ADMINISTRATIVE AGENT; AND (C) CERTIFIES THAT THE SALE
AGREEMENT PROVIDES THAT THE INDEMNIFICATION AND PAYMENT PROVISIONS OF ARTICLE V
THEREOF AND THE PROVISIONS OF SECTIONS 4.03(J), SECTION 4.04, 6.12, 6.14 AND
6.15 THEREOF SHALL SURVIVE THE SALE OF THE TRANSFERRED RECEIVABLES (AND
UNDIVIDED PERCENTAGE OWNERSHIP INTERESTS THEREIN) AND THE TERMINATION OF THE
SALE AGREEMENT AND THIS AGREEMENT.
SECTION 7.03.
DELIVERY OF COLLATERAL.
ALL CERTIFICATES OR INSTRUMENTS
REPRESENTING OR EVIDENCING ALL OR ANY PORTION OF THE BORROWER COLLATERAL SHALL
BE DELIVERED TO AND HELD BY OR ON BEHALF OF THE ADMINISTRATIVE AGENT AND SHALL
BE IN SUITABLE FORM FOR TRANSFER BY DELIVERY OR SHALL BE ACCOMPANIED BY DULY
EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT IN BLANK, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT (A) AT ANY TIME TO EXCHANGE
CERTIFICATES OR INSTRUMENTS REPRESENTING OR EVIDENCING BORROWER COLLATERAL FOR
CERTIFICATES OR INSTRUMENTS OF SMALLER OR LARGER DENOMINATIONS AND (B) UPON THE
OCCURRENCE OF A TERMINATION EVENT, TO EXERCISE ITS RIGHTS AND REMEDIES WITH
RESPECT TO SUCH COLLATERAL UNDER THE UCC.
SECTION 7.04.
BORROWER REMAINS LIABLE.
IT IS EXPRESSLY AGREED BY THE BORROWER
THAT, ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE BORROWER SHALL REMAIN
LIABLE UNDER ANY AND ALL OF THE TRANSFERRED RECEIVABLES, THE CONTRACTS THEREFOR,
THE BORROWER ASSIGNED AGREEMENTS AND ANY OTHER AGREEMENTS CONSTITUTING THE
BORROWER COLLATERAL TO WHICH IT IS A PARTY TO OBSERVE AND PERFORM ALL THE
CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT THEREUNDER.
THE
LENDERS AND THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY OBLIGATION OR LIABILITY
UNDER ANY SUCH RECEIVABLES, CONTRACTS OR AGREEMENTS BY REASON OF OR ARISING OUT
OF THIS AGREEMENT OR THE GRANTING HEREIN OR THEREIN OF A LIEN THEREON OR THE
RECEIPT BY THE ADMINISTRATIVE AGENT OR THE LENDERS OF ANY PAYMENT RELATING
THERETO PURSUANT HERETO OR THERETO.
THE EXERCISE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT OF ANY OF ITS RESPECTIVE RIGHTS UNDER THIS AGREEMENT SHALL
NOT RELEASE ANY ORIGINATOR, THE BORROWER OR THE SERVICER FROM ANY OF THEIR
RESPECTIVE DUTIES OR OBLIGATIONS UNDER ANY SUCH RECEIVABLES, CONTRACTS OR
AGREEMENTS.
NONE OF THE LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE REQUIRED
OR OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL ANY OF THE OBLIGATIONS OF ANY
ORIGINATOR, THE BORROWER OR THE SERVICER UNDER OR PURSUANT TO ANY SUCH
RECEIVABLE, CONTRACT OR AGREEMENT, OR TO MAKE ANY PAYMENT, OR TO MAKE ANY
INQUIRY AS TO THE NATURE OR THE SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR THE
SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER ANY SUCH RECEIVABLE, CONTRACT
OR AGREEMENT, OR TO PRESENT OR FILE ANY CLAIMS, OR TO TAKE ANY ACTION TO COLLECT
OR ENFORCE ANY PERFORMANCE OR THE PAYMENT OF ANY AMOUNTS THAT MAY HAVE BEEN
ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED AT ANY