BUYER THAT ARE THEN DUE AND PAYABLE OR THAT ARE
NOT THEN DUE AND PAYABLE FROM A SELLER TO BUYER BUT HAVE THEN ACCRUED, ANY AND
ALL INDEBTEDNESS OR OTHER OBLIGATIONS AT ANY TIME OWING TO ANY SELLER BY BUYER
TO OR FOR THE CREDIT OR THE ACCOUNT OF ANY SELLER OR THAT ARE NOT THEN DUE AND
PAYABLE FROM BUYER TO A SELLER BUT HAVE THEN ACCRUED.
SECTION 10.4
BINDING EFFECT; ASSIGNABILITY; SURVIVAL OF
PROVISIONS.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
BUYER AND THE SELLERS AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. NO
SELLER MAY ASSIGN ANY OF ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN WITHOUT THE
PRIOR WRITTEN CONSENT OF BUYER AND THE AGENT. THIS AGREEMENT SHALL CREATE AND
CONSTITUTE THE CONTINUING OBLIGATIONS OF THE PARTIES HERETO IN ACCORDANCE WITH
ITS TERMS, AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE FIRST DATE
FOLLOWING THE PURCHASE TERMINATION DATE, ON WHICH ALL OBLIGATIONS SHALL HAVE
BEEN FINALLY AND FULLY PAID AND PERFORMED OR SUCH OTHER TIME AS THE PARTIES
HERETO SHALL AGREE AND AS TO WHICH THE AGENT SHALL HAVE GIVEN ITS PRIOR WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
THE
RIGHTS AND REMEDIES WITH RESPECT TO ANY BREACH OF ANY REPRESENTATION AND
WARRANTY MADE BY A SELLER PURSUANT TO ARTICLE V OR OF ANY COVENANT MADE BY A
SELLER IN ARTICLE VI, THE INDEMNIFICATION AND PAYMENT PROVISIONS OF ARTICLE IX
AND SECTION 10.6, AND THE PROVISIONS OF SECTIONS 10.3, 10.4, 10.5, 10.7, 10.8,
10.9,
26
10.11, 10.12, 10.13, AND 10.15, SHALL BE CONTINUING AND SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT.
SECTION 10.5
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF
BUYER IN THE RECEIVABLES AND THE RELATED ASSETS ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
SECTION 10.6
COSTS, EXPENSES AND TAXES.
IN ADDITION TO THE
OBLIGATIONS OF THE SELLERS UNDER ARTICLE IX; THE SELLERS AGREE JOINTLY AND
SEVERALLY TO PAY ON DEMAND:
(A)
ALL REASONABLE OUT-OF-POCKET AND OTHER COSTS AND EXPENSES IN
CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT. THE SELLER ASSIGNMENT
CERTIFICATES OR THE OTHER TRANSACTION DOCUMENTS BY BUYER OR ANY SUCCESSOR IN
INTEREST TO BUYER, AND
(B)
ALL STAMP AND OTHER TAXES AND FEES PAYABLE OR DETERMINED TO BE
PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY, AND THE FILING AND
RECORDING, OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES TO
INDEMNIFY EACH INDEMNIFIED PARTY AGAINST ANY LIABILITIES WITH RESPECT TO OR
RESULTING FROM ANY DELAY IN PAYING OR OMISSION TO PAY THE TAXES AND FEES.
SECTION 10.7
SUBMISSION TO JURISDICTION.
EACH PARTY HERETO HEREBY
(A) IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK,
NEW YORK OVER