AGENT SHALL USE DUE DILIGENCE AND REASONABLE EFFORTS TO REVIEW
SUCH TRANSFER REQUESTS AND INSTRUCT THE CUSTODIAN TO PREPARE THE FILES,
IDENTIFIED IN EACH TRANSFER REQUEST, FOR SHIPMENT BY 12:00 NOON, NEW YORK TIME
ON THE FOURTH SUCCEEDING BUSINESS DAY OR, WITH RESPECT TO SHIPPING OUT MORE THAN
1000 FILES ON ANY ONE BUSINESS DAY, AS MUTUALLY AGREED BETWEEN THE CUSTODIAN AND
THE BORROWER.
42
CONTINUATION OF LIEN.
UNLESS RELEASED IN WRITING BY THE COLLATERAL AGENT, AS
HEREIN PROVIDED, THE SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGENT, FOR THE
BENEFIT OF THE SECURED PARTIES, IN ALL BORROWER COLLATERAL SHALL CONTINUE IN
EFFECT UNTIL SUCH TIME AS THE COLLATERAL AGENT SHALL HAVE RECEIVED PAYMENT IN
FULL OF THE PROCEEDS, IF ANY, FROM THE SALE OR TRANSFER OF SUCH BORROWER
COLLATERAL TO THIRD PARTIES IN ACCORDANCE WITH THIS SECTION 13.4.
APPLICATION OF PROCEEDS; NO DUTY.
NEITHER THE COLLATERAL AGENT NOR ANY SECURED
PARTY SHALL BE UNDER ANY DUTY AT ANY TIME TO CREDIT BORROWER FOR ANY AMOUNT DUE
FROM ANY THIRD PARTY IN RESPECT OF ANY PURCHASE OF ANY RECEIVABLES COLLATERAL
CONTEMPLATED ABOVE, UNTIL THE ADMINISTRATIVE AGENT HAS ACTUALLY RECEIVED SUCH
AMOUNT IN IMMEDIATELY AVAILABLE FUNDS FOR DEPOSIT TO THE COLLECTION ACCOUNT.
NEITHER ANY SECURED PARTY NOR THE COLLATERAL AGENT SHALL BE UNDER ANY DUTY AT
ANY TIME TO COLLECT ANY AMOUNTS OR OTHERWISE ENFORCE ANY OBLIGATIONS DUE FROM
ANY THIRD PARTY IN RESPECT OF ANY SUCH PURCHASE OF CONTRACTS OR TRANSFERRED
RECEIVABLES COVERED BY THE RELEASE OF SUCH PORTION OF RECEIVABLES COLLATERAL OR
IN RESPECT OF A SECURITIZATION OR FINANCING THEREOF WITH A THIRD PARTY.
REPRESENTATION IN CONNECTION WITH RELEASES, SALES AND TRANSFERS.
THE BORROWER
REPRESENTS AND WARRANTS THAT EACH REQUEST FOR ANY RELEASE OR TRANSFER IN
CONNECTION WITH ANY TAKE-OUT SECURITIZATIONS PURSUANT TO SECTION 13.4(A) SHALL
AUTOMATICALLY CONSTITUTE A REPRESENTATION AND WARRANTY TO THE SECURED PARTIES
AND THE ADMINISTRATIVE AGENT TO THE EFFECT THAT IMMEDIATELY BEFORE AND AFTER
GIVING EFFECT TO SUCH RELEASE OR TRANSFER REQUEST, THERE IS NO FACILITY
TERMINATION EVENT OR UNMATURED FACILITY TERMINATION EVENT UNDER SECTION 14.1 AND
EACH OF THE OTHER CONDITIONS SET FORTH IN SECTION 13.4 HAVE BEEN SATISFIED.
RELEASE OF SECURITY INTEREST.
UPON RECEIPT OF A TRANSFER REQUEST OR, IN
CONNECTION WITH THE PURCHASE BY THE SERVICER OR THE SELLER OF A TRANSFERRED
DEALER TRANSACTION RIGHT PURSUANT TO THE SALE AND SERVICING AGREEMENT, UPON THE
SERVICER'S WRITTEN REQUEST, AND, IN EACH CASE UPON RECEIPT IN THE COLLECTION
ACCOUNT OF PROCEEDS FROM THE SALE OR TRANSFER (INCLUDING, WITHOUT LIMITATION, IN
CONNECTION WITH THE PURCHASE BY THE SERVICER OR THE SELLER OF A TRANSFERRED
DEALER TRANSACTION RIGHT PURSUANT TO THE SALE AND SERVICING AGREEMENT, THE
RELATED REPURCHASE AMOUNT), THE COLLATERAL AGENT SHALL PROMPTLY RELEASE, AT THE
BORROWER'S EXPENSE, SUCH PART OF THE RECEIVABLES COLLATERAL COVERED IN
CONNECTION WITH THE TRANSFER REQUEST OR SUCH SERVICER'S REQUEST AND SHALL
DELIVER, AT THE BORROWER'S EXPENSE, AND WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY OF ANY KIND, THE CONTRACTS FILES ON THE RELEASED PORTION OF RECEIVABLES
COLLATERAL TO THE TRUSTEE