TRANSMITTED OR DELIVERED, AS TO EACH PARTY HERETO, AT ITS ADDRESS SET FORTH
UNDER ITS NAME ON THE SIGNATURE PAGES HEREOF OR AT SUCH OTHER ADDRESS AS SHALL
BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO THE OTHER PARTIES 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.
SECTION 11.03.
NO WAIVER; REMEDIES.
NO FAILURE ON THE PART OF ANY AGENT OR ANY
PURCHASER 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 11.04.
BINDING EFFECT; ASSIGNABILITY.
THIS RECEIVABLES PURCHASE
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE SELLER, EACH
PURCHASER, EACH MANAGING AGENT, THE COLLATERAL AGENT 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 EACH MANAGING AGENT.
EACH PURCHASER AND THE COLLATERAL AGENT 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 HEREBY ACKNOWLEDGES THAT ANY PURCHASER MAY FROM TIME TO TIME AGREE
PURSUANT TO ANY APPLICABLE LIQUIDITY AGREEMENTS THAT THE APPLICABLE LIQUIDITY
BANKS SHALL BE ENTITLED TO EXERCISE SUCH PURCHASER'S RIGHTS UNDER THIS
RECEIVABLES PURCHASE AGREEMENT AND, IN ADDITION, SHALL CONSTITUTE THIRD-PARTY
BENEFICIARIES OF THIS RECEIVABLES PURCHASE AGREEMENT.
IN ADDITION, THE SELLER
HEREBY ACKNOWLEDGES THAT THE PURCHASERS HAVE AGREED PURSUANT TO THE ING PURCHASE
AGREEMENT TO SELL AN INTEREST IN THE PURCHASED ASSETS TO ING, SUBJECT TO THE
TERMS SET FORTH THEREIN AND THAT UPON THE OCCURRENCE OF THE COLLECTION DATE, ING
SHALL BE ENTITLED TO EXERCISE ALL THE RIGHTS AND REMEDIES OF THE PURCHASERS
CONTAINED HEREIN AND IN THE OTHER ING FACILITY DOCUMENTS.
THE SELLER HEREBY
CONSENTS TO THE FOREGOING AND AGREES TO COOPERATE WITH ANY SUCH PERSON ELECTING
TO EXERCISE ANY PURCHASER'S RIGHTS UNDER THIS RECEIVABLES PURCHASE AGREEMENT.
THIS RECEIVABLES PURCHASE 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 SUCH TIME, AFTER THE TERMINATION DATE, AS THE
COMBINED COLLECTION DATE SHALL OCCUR; PROVIDED, HOWEVER, THAT THE RIGHTS AND
REMEDIES WITH RESPECT TO ANY BREACH OF ANY REPRESENTATION AND WARRANTY MADE BY
THE