HERETO.
ALL SUCH NOTICES AND COMMUNICATIONS SHALL BE EFFECTIVE, UPON RECEIPT, OR IN THE
CASE OF DELIVERY BY MAIL, FIVE DAYS AFTER BEING DEPOSITED IN THE MAILS, OR, IN
THE CASE OF NOTICE BY TELEX, WHEN TELEXED AGAINST RECEIPT OF ANSWER BACK, OR IN
THE CASE OF NOTICE BY FACSIMILE COPY, WHEN VERBAL COMMUNICATION OF RECEIPT IS
OBTAINED, IN EACH CASE ADDRESSED AS AFORESAID, EXCEPT THAT NOTICES AND
COMMUNICATIONS PURSUANT TO ARTICLE II SHALL NOT BE EFFECTIVE UNTIL RECEIVED.
32
SECTION 9.03.
NO WAIVER; REMEDIES.
NO FAILURE ON THE PART OF THE BUYER TO
EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT HEREUNDER
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT.
THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
REMEDIES PROVIDED BY LAW.
SECTION 9.04.
BINDING EFFECT; ASSIGNABILITY.
THIS SALE AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE SELLER, THE BUYER AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS (WHICH SUCCESSORS OF THE SELLER
SHALL INCLUDE A TRUSTEE IN BANKRUPTCY).
THE SELLER MAY NOT ASSIGN ANY OF ITS
RIGHTS AND OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN WITHOUT THE PRIOR
WRITTEN CONSENT OF THE BUYER AND THE COLLATERAL AGENT.
THE BUYER MAY ASSIGN AT
ANY TIME ITS RIGHTS AND OBLIGATIONS HEREUNDER AND INTERESTS HEREIN TO ANY OTHER
PERSON WITHOUT THE CONSENT OF THE SELLER.
WITHOUT LIMITING THE FOREGOING, THE
SELLER ACKNOWLEDGES THAT THE BUYER HAS SOLD TO THE PURCHASERS AND GRANTED TO THE
COLLATERAL AGENT ALL OF ITS RIGHT, REMEDIES, POWERS AND PRIVILEGES HEREUNDER
WITH RESPECT TO PURCHASED ASSETS (AS DEFINED IN THE RECEIVABLES PURCHASE
AGREEMENT), AND THAT SUCH PURCHASERS AND/OR THE COLLATERAL AGENT MAY FURTHER
ASSIGN SUCH RIGHTS, REMEDIES, POWERS AND PRIVILEGES TO THE EXTENT PERMITTED IN
THE RECEIVABLES PURCHASE AGREEMENT.
THE SELLER AGREES THAT THE COLLATERAL
AGENT, AS THE ASSIGNEE OF THE BUYER, OR TRIPLE-A, AS APPROPRIATE, SHALL, SUBJECT
TO THE TERMS OF THE RECEIVABLES PURCHASE AGREEMENT, HAVE THE RIGHT TO ENFORCE
THIS SALE AGREEMENT AND TO EXERCISE DIRECTLY ALL OF THE BUYER'S RIGHTS AND
REMEDIES UNDER THIS SALE AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE RIGHTS
AND REMEDIES UNDER SECTIONS 6.01, 6.02, 6.03, 6.04 AND 8.01) AND THE SELLER
AGREES TO COOPERATE FULLY WITH THE COLLATERAL AGENT AND/OR THE PURCHASERS IN THE
EXERCISE OF SUCH RIGHTS AND REMEDIES.
WITHOUT LIMITING THE FOREGOING, THE
SELLER HEREBY ACKNOWLEDGES THAT THE BUYER AND THE PURCHASERS HAVE AGREED,
PURSUANT TO THE RECEIVABLES PURCHASE AGREEMENT AND CERTAIN RELATED AGREEMENTS,
THAT, SUBJECT TO THE RESTRICTIONS SET FORTH THEREIN, THE COLLATERAL AGENT AND
CERTAIN PARTIES PROVIDING CREDIT ENHANCEMENTS AND/OR LIQUIDITY FOR THE
PURCHASERS IN CONNECTION WITH THE RECEIVABLES PURCHASE AGREEMENT SHALL BE
ENTITLED TO EXERCISE THE BUYER'S RIGHTS UNDER THIS SALE AGREEMENT.
THE SELLER
HEREBY CONSENTS TO THE FOREGOING AND AGREES TO COOPERATE WITH ANY SUCH PERSON
ELECTING TO EXERCISE THE BUYER'S RIGHTS UNDER THIS SALE AGREEMENT.
THIS SALE
AGREEMENT SHALL CREATE AND CONSTITUTE THE CONTINUING OBLIGATIONS