SELLER SHALL HAVE DELIVERED THE REQUIRED RECEIVABLE FILES
TO THE BUYER PRIOR TO THE CLOSING.
(E)
IN CONNECTION WITH THE TRANSFERS
CONTEMPLATED BY THIS AGREEMENT, THE SELLER HEREBY GRANTS TO THE BUYER AN
IRREVOCABLE, NON-EXCLUSIVE LICENSE TO USE, WITHOUT ROYALTY OR PAYMENT OF ANY
KIND, ALL SOFTWARE USED BY THE SELLER TO ACCOUNT FOR THE SALE ASSETS, TO THE
EXTENT NECESSARY TO ADMINISTER THE SALE ASSETS, WHETHER SUCH SOFTWARE IS OWNED
BY THE SELLER OR IS OWNED BY OTHERS AND USED BY THE SELLER UNDER LICENSE
AGREEMENTS WITH RESPECT THERETO; PROVIDED THAT SHOULD THE CONSENT OF ANY
LICENSOR OF SUCH SOFTWARE BE REQUIRED FOR THE GRANT OF THE LICENSE DESCRIBED
HEREIN TO BE EFFECTIVE OR FOR THE SELLER TO ASSIGN SUCH LICENSE TO THE BUYER,
THE SELLER HEREBY AGREES THAT UPON THE REQUEST OF THE BUYER, THE SELLER WILL USE
ITS BEST EFFORTS TO OBTAIN THE CONSENT OF SUCH THIRD - PARTY LICENSOR.
THE
LICENSE GRANTED HEREBY SHALL BE IRREVOCABLE. THE SELLER (I) SHALL TAKE SUCH
ACTION REQUESTED BY THE BUYER FROM TIME TO TIME HEREAFTER THAT MAY BE NECESSARY
OR APPROPRIATE TO ENSURE THAT THE BUYER AND ITS ASSIGNS HAVE AN ENFORCEABLE
OWNERSHIP OR SECURITY INTEREST IN THE SALE ASSETS PURCHASED BY THE BUYER AS
CONTEMPLATED BY THIS AGREEMENT, AND (II) SHALL USE ITS BEST EFFORTS TO ENSURE
THAT EACH OF THE BUYER HAS AN ENFORCEABLE RIGHT (WHETHER BY LICENSE OR
SUBLICENSE OR OTHERWISE) TO USE ALL OF THE COMPUTER SOFTWARE USED TO ACCOUNT FOR
THE SALE ASSETS AND/OR TO RECREATE THE RELATED SERVICING FILES.
(F)
IN CONNECTION WITH THE PURCHASES BY THE
BUYER OF THE SALE ASSETS AS CONTEMPLATED BY THIS AGREEMENT, THE SELLER FURTHER
AGREES THAT IT WILL, AT ITS OWN EXPENSE, INDICATE CLEARLY AND UNAMBIGUOUSLY IN
ITS COMPUTER FILES ON OR PRIOR TO THE CLOSING DATE, AND IN THE FOOTNOTES TO ITS
FINANCIAL STATEMENTS, THAT SUCH SALE ASSETS HAVE BEEN PURCHASED BY THE BUYER IN
ACCORDANCE WITH THIS AGREEMENT.
(G)
IT IS THE INTENTION OF THE PARTIES HERETO
THAT THE CONVEYANCES OF ALL RIGHT, TITLE AND INTEREST OF THE 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 AND THAT THE
SALE ASSETS SHALL NOT BE PART OF THE BANKRUPTCY ESTATE OF THE SELLER (OR, FOR
AVOIDANCE OF DOUBT, ANY MEMBER OF SELLER, BEING FAIR, COCHRAN AND DURHAM) IN THE
EVENT OF AN INSOLVENCY EVENT WITH RESPECT TO THE 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
SELLER. IF, HOWEVER, NOTWITHSTANDING THE INTENTION OF THE PARTIES, ANY
CONVEYANCE PROVIDED FOR IN THIS SECTION 2.1 IS DETERMINED BY A COURT OF
COMPETENT JURISDICTION OR OTHER GOVERNMENTAL AUTHORITY TO BE A TRANSFER FOR
SECURITY (AN "INCONSISTENT DETERMINATION"), THEN THIS AGREEMENT SHALL ALSO BE
DEEMED TO BE, AND HEREBY IS, A "SECURITY AGREEMENT" WITHIN THE