RECEIVABLES AND THE RELATED
SECURITY, COLLECTIONS AND PROCEEDS RELATING THERETO, PROVIDED THAT THE SALE
TERMINATION DATE HAS NOT OCCURRED.
ANY SUCH FOREGOING SALE, ASSIGNMENT,
TRANSFER AND CONVEYANCE DOES NOT CONSTITUTE AN ASSUMPTION BY THE PURCHASER OF
ANY OBLIGATIONS OF THE ORIGINATOR OR ANY OTHER PERSON TO OBLIGORS OR TO ANY
OTHER PERSON IN CONNECTION WITH SUCH RECEIVABLES AND THE RELATED SECURITY,
COLLECTIONS AND PROCEEDS RELATING THERETO OR OTHER AGREEMENT AND INSTRUMENT
RELATING THERETO.
ON THE DATE HEREOF AND ON EACH BUSINESS DAY THEREAFTER TO,
BUT INCLUDING THE SALE TERMINATION DATE, THE ORIGINATOR SHALL TRANSFER TO THE
PURCHASER, IN ACCORDANCE WITH THE SECOND PRECEDING SENTENCE, ALL RECEIVABLES
THEN OWNED BY THE ORIGINATOR.
(B)
IN CONNECTION WITH ANY SUCH FOREGOING SALE,
THE ORIGINATOR AGREES TO RECORD AND FILE ON OR PRIOR TO THE CLOSING DATE, AT ITS
OWN EXPENSE, A FINANCING STATEMENT OR STATEMENTS WITH RESPECT TO THE RECEIVABLES
AND THE OTHER PROPERTY DESCRIBED IN SECTION 2.1(A) SOLD AND TO BE SOLD BY THE
ORIGINATOR HEREUNDER MEETING THE REQUIREMENTS OF APPLICABLE STATE LAW IN SUCH
MANNER AND IN SUCH JURISDICTIONS AS ARE NECESSARY TO PERFECT AND PROTECT THE
INTERESTS OF THE PURCHASER CREATED HEREBY UNDER THE RELEVANT UCC AGAINST ALL
CREDITORS OF AND PURCHASERS FROM THE ORIGINATOR, AND TO DELIVER EITHER THE
ORIGINALS OF SUCH FINANCING STATEMENTS OR A FILE-STAMPED COPY OF SUCH FINANCING
STATEMENTS OR OTHER EVIDENCE OF SUCH FILINGS TO THE PURCHASER ON THE CLOSING
DATE.
(C)
THE ORIGINATOR AGREES THAT FROM TIME TO
TIME, AT ITS EXPENSE, IT WILL PROMPTLY AUTHENTICATE AND DELIVER ALL INSTRUMENTS
AND DOCUMENTS AND TAKE ALL ACTIONS AS MAY BE NECESSARY OR AS THE PURCHASER MAY
REASONABLY REQUEST IN ORDER TO PERFECT OR PROTECT THE INTEREST OF THE PURCHASER
IN THE RECEIVABLES AND OTHER PROPERTY PURCHASED FROM THE ORIGINATOR HEREUNDER OR
TO ENABLE THE PURCHASER TO EXERCISE OR ENFORCE ANY OF ITS RIGHTS HEREUNDER.
WITHOUT LIMITING THE FOREGOING, THE ORIGINATOR WILL, IN ORDER TO ACCURATELY
REFLECT ANY PURCHASE AND SALE TRANSACTION, AUTHENTICATE AND FILE SUCH FINANCING
OR CONTINUATION STATEMENTS OR AMENDMENTS THERETO OR ASSIGNMENTS THEREOF (AS
PERMITTED PURSUANT HERETO) AS MAY BE REQUESTED BY THE PURCHASER, AND UPON THE
REQUEST OF THE PURCHASER, MARK ITS MASTER DATA PROCESSING RECORDS AND OTHER
DOCUMENTS WITH A LEGEND DESCRIBING THE PURCHASE BY THE PURCHASER OF RECEIVABLES
AND THE SUBSEQUENT TRANSFER THEREOF PURSUANT TO (I) THE RECEIVABLES PURCHASE
AGREEMENT AND STATING "AN INTEREST IN THESE ACCOUNTS RECEIVABLE HAS BEEN
CONVEYED TO THE SPV, PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT DATED MARCH 3,
2009," AND (II) THE TRANSFER AGREEMENT AND STATING "AN INTEREST IN THESE
ACCOUNTS RECEIVABLE HAS BEEN CONVEYED TO BANK OF AMERICA, NATIONAL ASSOCIATION,
AS AGENT FOR THE BENEFIT OF CERTAIN INVESTORS, PURSUANT TO A TRANSFER AGREEMENT
DATED AS OF MARCH 3, 2009."
THE ORIGINATOR SHALL, UPON REQUEST OF THE
PURCHASER, OBTAIN SUCH ADDITIONAL SEARCH REPORTS AS THE PURCHASER SHALL
REASONABLY REQUEST.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
PURCHASER SHALL BE PERMITTED TO SIGN AND FILE CONTINUATION STATEMENTS AND
AMENDMENTS THERETO AND ASSIGNMENTS THEREOF WITHOUT