The provisions of this
Section 12.9 shall survive the termination of this Agreement.
Each of the parties hereto (other than the Administrative Agent and the Secured
Parties) hereby agrees that it will not institute against, or join any other
Person in instituting against the Borrower any Insolvency Proceeding so long as
there shall not have elapsed one year and one day since the Collection Date.
SECTION 12.10
RECOURSE AGAINST CERTAIN PARTIES.
(A)
NO RECOURSE UNDER OR WITH RESPECT TO ANY OBLIGATION, COVENANT OR
AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF ANY FEES OR ANY OTHER
OBLIGATIONS) OF THE ADMINISTRATIVE AGENT, ANY SECURED PARTY AS CONTAINED IN THIS
AGREEMENT OR ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT ENTERED INTO BY IT
PURSUANT HERETO OR IN CONNECTION HEREWITH SHALL BE HAD AGAINST ANY PERSON OR ANY
MANAGER OR ADMINISTRATOR OF SUCH PERSON OR ANY INCORPORATOR, AFFILIATE,
STOCKHOLDER, OFFICER, EMPLOYEE OR DIRECTOR OF SUCH PERSON OR OF THE BORROWER OR
OF ANY SUCH MANAGER OR ADMINISTRATOR, AS SUCH, BY THE ENFORCEMENT OF ANY
ASSESSMENT OR BY ANY LEGAL OR EQUITABLE PROCEEDING, BY VIRTUE OF ANY STATUTE OR
OTHERWISE.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, THE OBLIGATIONS OF A CP LENDER UNDER THIS AGREEMENT ARE SOLELY THE
COMPANY OBLIGATIONS OF SUCH CP LENDER AND SHALL BE PAYABLE BY SUCH CP LENDER AND
SHALL CONSTITUTE A CLAIM (AS DEFINED IN SECTION 101 OF TITLE 11 OF THE UNITED
STATES BANKRUPTCY CODE) AGAINST SUCH CP LENDER SOLELY TO THE EXTENT OF FUNDS
RECEIVED BY SUCH CP LENDER IN RESPECT OF THIS AGREEMENT.
IN ADDITION, EACH
PARTY HERETO AGREES THAT A CP LENDER SHALL HAVE NO OBLIGATION TO PAY ANY PARTY
HERETO ANY AMOUNTS CONSTITUTING FEES, A REIMBURSEMENT FOR EXPENSES OR
INDEMNITIES (COLLECTIVELY, "EXPENSE CLAIMS"), AND SUCH EXPENSE CLAIMS SHALL NOT
CONSTITUTE A CLAIM AGAINST SUCH CP LENDER (AS DEFINED IN SECTION 101 OF TITLE 11
OF THE UNITED STATES BANKRUPTCY CODE), UNLESS OR UNTIL SUCH CP LENDER HAS
RECEIVED AMOUNTS SUFFICIENT TO PAY SUCH EXPENSE CLAIMS PURSUANT TO THIS
AGREEMENT AND SUCH AMOUNTS ARE NOT REQUIRED TO PAY THE COMMERCIAL PAPER AND ANY
OTHER DEBT SECURITIES OF SUCH CP LENDER.
(C)
THE PROVISIONS OF THIS SECTION 12.10 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT.
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SECTION 12.11
PROTECTION OF SECURITY INTEREST; APPOINTMENT
OF ADMINISTRATIVE AGENT AS ATTORNEY-IN-FACT.
(A)
THE BORROWER SHALL, OR SHALL CAUSE THE SERVICER TO, CAUSE THIS
AGREEMENT, ALL AMENDMENTS HERETO AND/OR ALL FINANCING STATEMENTS AND
CONTINUATION STATEMENTS AND ANY OTHER NECESSARY DOCUMENTS COVERING THE RIGHT,
TITLE AND INTEREST OF THE ADMINISTRATIVE AGENT AS AGENT FOR THE SECURED PARTIES
AND OF THE SECURED PARTIES TO THE COLLATERAL TO BE PROMPTLY RECORDED, REGISTERED
AND FILED, AND AT ALL TIME TO BE KEPT RECORDED, REGISTERED AND FILED, ALL IN
SUCH MANNER AND IN SUCH PLACES AS MAY BE REQUIRED BY LAW FULLY TO PRESERVE AND
PROTECT THE RIGHT, TITLE AND INTEREST OF THE ADMINISTRATIVE AGENT AS AGENT FOR
THE SECURED PARTIES HEREUNDER TO ALL PROPERTY COMPRISING THE COLLATERAL.
THE
BORROWER SHALL DELIVER