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proportion than that received by any other Purchaser entitled to receive a
ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon
demand, to purchase for cash without recourse or warranty a portion of such
Aggregate Unpaids held by the other Purchasers so that after such purchase each
Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided
that if all or any portion of such excess amount is thereafter recovered from
such Purchaser, such purchase shall be rescinded and the purchase price restored
to the extent of such recovery, but without interest.
SECTION 14.4
PROTECTION OF OWNERSHIP INTERESTS OF THE PURCHASERS.
(A)
SELLER AGREES THAT FROM TIME TO TIME, AT ITS EXPENSE, IT WILL PROMPTLY
EXECUTE AND DELIVER ALL INSTRUMENTS AND DOCUMENTS, AND TAKE ALL ACTIONS, THAT
MAY BE NECESSARY OR DESIRABLE, OR THAT THE AGENT MAY REQUEST, TO PERFECT,
PROTECT OR MORE FULLY EVIDENCE THE PURCHASER INTERESTS, OR TO ENABLE THE AGENT
OR THE PURCHASERS TO EXERCISE AND ENFORCE THEIR RIGHTS AND REMEDIES HEREUNDER.
AT ANY TIME AFTER THE OCCURRENCE OF AN AMORTIZATION EVENT, THE AGENT MAY, OR THE
AGENT MAY DIRECT SELLER OR THE SERVICER TO, NOTIFY THE OBLIGORS OF RECEIVABLES,
AT SELLER'S EXPENSE, OF THE OWNERSHIP OR SECURITY INTERESTS OF THE PURCHASERS
UNDER THIS AGREEMENT AND MAY ALSO DIRECT THAT PAYMENTS OF ALL AMOUNTS DUE OR
THAT BECOME DUE UNDER ANY OR ALL RECEIVABLES BE MADE DIRECTLY TO THE AGENT OR
ITS DESIGNEE.
SELLER OR THE SERVICER (AS APPLICABLE) SHALL, AT ANY PURCHASER'S
WRITTEN REQUEST, WITHHOLD THE IDENTITY OF SUCH PURCHASER IN ANY SUCH
NOTIFICATION.
(B)
IF ANY SELLER PARTY FAILS TO PERFORM ANY OF ITS OBLIGATIONS
HEREUNDER, THE AGENT OR ANY PURCHASER MAY (BUT SHALL NOT BE REQUIRED TO)
PERFORM, OR CAUSE PERFORMANCE OF, SUCH OBLIGATIONS, AND THE AGENT'S OR SUCH
PURCHASER'S REASONABLE COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH SHALL
BE PAYABLE BY SELLER AS PROVIDED IN SECTION 10.3.
EACH SELLER PARTY IRREVOCABLY
AUTHORIZES THE AGENT AT ANY TIME AND FROM TIME TO TIME IN THE SOLE DISCRETION OF
THE AGENT, AND APPOINTS THE AGENT AS ITS ATTORNEY-IN-FACT, TO ACT ON BEHALF OF
SUCH SELLER PARTY (I) TO EXECUTE ON BEHALF OF SELLER AS DEBTOR AND TO FILE
FINANCING STATEMENTS NECESSARY OR DESIRABLE IN THE AGENT'S SOLE DISCRETION TO
PERFECT AND TO MAINTAIN THE PERFECTION AND PRIORITY OF THE INTEREST OF THE
PURCHASERS IN THE RECEIVABLES AND (II) TO FILE A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS AGREEMENT OR ANY FINANCING STATEMENT WITH RESPECT TO THE
RECEIVABLES AS A FINANCING STATEMENT IN SUCH OFFICES AS THE AGENT IN ITS SOLE
DISCRETION DEEMS NECESSARY OR DESIRABLE TO PERFECT AND TO MAINTAIN THE
PERFECTION AND PRIORITY OF THE INTERESTS OF THE PURCHASERS IN THE RECEIVABLES.
THIS APPOINTMENT IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE.
SECTION 14.5
CONFIDENTIALITY.
(A)
EACH PARTY HERETO SHALL MAINTAIN
AND SHALL CAUSE EACH OF ITS EMPLOYEES AND OFFICERS TO MAINTAIN THE
CONFIDENTIALITY OF THIS AGREEMENT AND THE OTHER CONFIDENTIAL OR PROPRIETARY
INFORMATION WITH RESPECT TO THE