THE FOREGOING.
(B)
EITHER THE SELLERS, ON THE ONE HAND, OR THE
BUYER, ON THE OTHER HAND, MAY, IN THEIR RESPECTIVE SOLE DISCRETION AT ANY TIME
AFTER MARCH 30, 2009 TERMINATE THIS AGREEMENT BY DELIVERY OF WRITTEN NOTICE TO
THE NON-TERMINATING PARTY (I.E., THE SELLERS OR THE BUYER, AS THE CASE MAY BE)
NOT LESS THAN 30 DAYS PRIOR TO THE TERMINATION EFFECTIVE DATE.
(C)
THE APPLICABLE SELLER SHALL, ON OR PRIOR TO
EACH PURCHASE DATE, EXECUTE AND DELIVER TO THE BUYER A CERTIFICATE OF ASSIGNMENT
(THE "SALE ASSIGNMENT") IN THE FORM OF EXHIBIT A HERETO.
(D)
EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT, THE SALE AND PURCHASE OF SALE ASSETS UNDER THIS AGREEMENT SHALL BE
WITHOUT RECOURSE TO THE SELLERS; HOWEVER, IT BEING UNDERSTOOD THAT THE
APPLICABLE SELLER SHALL BE LIABLE TO THE BUYER FOR ALL REPRESENTATIONS,
WARRANTIES AND COVENANTS MADE BY SUCH SELLER PURSUANT TO THE TERMS OF THIS
AGREEMENT.
(E)
THE BUYER, THE ADMINISTRATIVE AGENT, EACH
LENDER, EACH GUARANTOR, THE BACKUP SERVICER AND THE COLLATERAL CUSTODIAN SHALL
NOT HAVE ANY OBLIGATION OR LIABILITY TO ANY OBLIGOR (INCLUDING ANY OBLIGATION TO
PERFORM ANY OF THE OBLIGATIONS OF THE SELLERS (INCLUDING ANY OBLIGATION WITH
RESPECT TO ANY OTHER RELATED AGREEMENTS)). NO SUCH OBLIGATION OR LIABILITY IS
INTENDED TO BE ASSUMED BY THE BUYER, THE ADMINISTRATIVE AGENT, ANY LENDER, ANY
GUARANTOR, THE BACKUP SERVICER OR THE COLLATERAL CUSTODIAN, AND ANY SUCH
ASSUMPTION IS EXPRESSLY DISCLAIMED.
(F)
IN CONNECTION WITH EACH PURCHASE OF SALE
ASSETS HEREUNDER (OTHER THAN THE INITIAL PURCHASE), THE APPLICABLE SELLER SHALL
HAVE DELIVERED THE REQUIRED RECEIVABLE FILE TO THE COLLATERAL CUSTODIAN, NO
LATER THAN 2:00 P.M. (I) TWO (2) BUSINESS DAYS PRIOR TO THE RELATED FUNDING DATE
WITH RESPECT TO RECEIVABLES ACQUIRED FROM "SELLERS" (AS SUCH TERM IS DEFINED IN
THE CREDIT AGREEMENT) OF RECEIVABLES INCLUDED IN THE SALE ASSETS ON A PRIOR
PURCHASE DATE AND (II) FIVE (5) BUSINESS DAYS PRIOR TO THE RELATED PURCHASE DATE
WITH RESPECT TO ALL OTHER RECEIVABLES ACQUIRED FROM "SELLERS" (AS SUCH TERM IS
DEFINED IN THE CREDIT AGREEMENT) OF RECEIVABLES NOT PREVIOUSLY INCLUDED IN THE
SALE ASSETS. THE REQUIRED RECEIVABLE FILES SHALL BE HELD BY THE COLLATERAL
CUSTODIAN IN ESCROW UNTIL SUCH PURCHASE SHALL OCCUR ON THE RELATED PURCHASE
DATE.
(G)
IT IS THE INTENTION OF THE PARTIES HERETO
THAT THE CONVEYANCES OF ALL RIGHT, TITLE AND INTEREST OF THE APPLICABLE SELLER
IN AND TO ANY SALE ASSETS TO THE BUYER AS PROVIDED IN THIS SECTION 2.1 SHALL
CONSTITUTE ABSOLUTE TRANSFERS CONVEYING GOOD TITLE, FREE AND CLEAR OF ANY LIEN
(OTHER THAN PERMITTED LIENS) AND THAT THE SALE ASSETS SHALL NOT BE PART OF THE
BANKRUPTCY ESTATE OF SUCH SELLER IN THE EVENT OF AN INSOLVENCY EVENT WITH
RESPECT TO SUCH SELLER. FURTHERMORE, IT IS NOT INTENDED THAT ANY SUCH CONVEYANCE
BE DEEMED A PLEDGE OF THE RECEIVABLES AND THE OTHER SALE ASSETS TO THE BUYER TO
SECURE A DEBT OR OTHER OBLIGATION OF THE APPLICABLE SELLER. IF, HOWEVER,
NOTWITHSTANDING THE INTENTION OF THE PARTIES, ANY CONVEYANCE PROVIDED FOR IN