AND
THE ADMINISTRATIVE AGENT EVIDENCING THAT THE BORROWER HAS PURCHASED SUCH
TRANSFERRED RECEIVABLES AND THAT THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
THE LENDERS, HAS A SECURITY INTEREST IN AND LIEN THEREON, (C) MARK, OR CAUSE THE
SERVICER TO MARK, ITS COMPUTER RECORDS PERTAINING TO THE TRANSFERRED RECEIVABLES
WITH SUCH A LEGEND AND (D) NOTIFY OR CAUSE THE SERVICER TO NOTIFY OBLIGORS OF
THE LIENS ON THE TRANSFERRED RECEIVABLES GRANTED HEREUNDER.
(B)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE BORROWER HEREBY AUTHORIZES THE LENDERS AND THE ADMINISTRATIVE
AGENT, AND EACH OF THE LENDERS HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT, TO
FILE ONE OR MORE FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO OR
ASSIGNMENTS THEREOF, RELATING TO ALL OR ANY PART OF THE TRANSFERRED RECEIVABLES,
INCLUDING COLLECTIONS WITH RESPECT THERETO, OR THE BORROWER COLLATERAL WITHOUT
THE SIGNATURE OF THE BORROWER OR, AS APPLICABLE, THE LENDERS, AS APPLICABLE, TO
THE EXTENT PERMITTED BY APPLICABLE LAW.
A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS AGREEMENT OR OF ANY NOTICE
62
OR FINANCING STATEMENT COVERING THE TRANSFERRED RECEIVABLES, THE BORROWER
COLLATERAL OR ANY PART THEREOF SHALL BE SUFFICIENT AS A NOTICE OR FINANCING
STATEMENT WHERE PERMITTED BY LAW.
SECTION 12.14.
NO PROCEEDINGS.
EACH OF ADMINISTRATIVE AGENT AND EACH LENDER
AGREES THAT, FROM AND AFTER THE CLOSING DATE AND UNTIL THE DATE ONE YEAR PLUS
ONE DAY FOLLOWING THE TERMINATION DATE, IT WILL NOT, DIRECTLY OR INDIRECTLY,
INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE BORROWER ANY PROCEEDING OF THE
TYPE REFERRED TO IN SECTIONS 8.01(D) AND 8.01(E).
THIS SECTION 12.14 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
SECTION 12.15.
LIMITATION ON PAYMENTS.
(A)
NOTWITHSTANDING ANY PROVISION IN ANY OTHER
SECTION OF THIS AGREEMENT TO THE CONTRARY, THE OBLIGATION OF THE BORROWER TO PAY
ANY AMOUNTS PAYABLE TO LENDER OR ANY OTHER AFFECTED PARTY PURSUANT TO SECTIONS
2.09, 2.10 AND 10.01 OF THIS AGREEMENT SHALL BE PAID PURSUANT HERETO ONLY IF THE
BORROWER HAS EXCESS FUNDS, THE EXCESS OF THE AMOUNTS DUE HEREUNDER OVER THE
AMOUNTS PAID SHALL NOT CONSTITUTE A "CLAIM" UNDER SECTION 101(5) OF THE
BANKRUPTCY CODE AGAINST THE BORROWER UNTIL SUCH TIME AS THE BORROWER HAS EXCESS
FUNDS.
THE FOREGOING SHALL NOT OPERATE TO LIMIT THE RIGHTS OF THE
ADMINISTRATIVE AGENT OR ANY OTHER AFFECTED PARTY TO ENFORCE ANY CLAIMS OF
BORROWER OR ITS ASSIGNS AGAINST THE ORIGINATORS UNDER THE SALE AGREEMENT OR ANY
OTHER RELATED DOCUMENT.
(B)
WITHOUT LIMITING SECTION 12.15(A), ALL
PAYMENTS REQUIRED TO BE MADE BY THE BORROWER TO THE AGENT, THE LENDERS, THE
AFFECTED PARTIES AND THE INDEMNIFIED PERSONS PURSUANT TO THIS AGREEMENT AND THE
OTHER RELATED DOCUMENTS SHALL BE MADE ONLY FROM (I) COLLECTIONS, (II) PROCEEDS
FROM THE REPURCHASE OF TRANSFERRED RECEIVABLES FROM THE BORROWER BY THE
ORIGINATORS PURSUANT TO SECTION 4.04 OF THE SALE AGREEMENT,
(III) INDEMNIFICATION AND REIMBURSEMENT PAYMENTS MADE BY THE ORIGINATORS AND THE
SERVICER PURSUANT THE SALE AGREEMENT, INCLUDING, WITHOUT LIMITATION ARTICLE V
THEREOF AND (IV) PAYMENTS MADE BY THE PARENT PURSUANT TO THE ORIGINATOR SUPPORT
AGREEMENT AND IN NO EVENT SHALL