AND PERFORM ON A
TIMELY BASIS ALL ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.
(M)
ENFORCEMENT OF TRANSACTION DOCUMENTS. USE ITS
BEST EFFORTS TO VIGOROUSLY ENFORCE ALL RIGHTS HELD BY IT UNDER EACH TRANSACTION
DOCUMENT TO WHICH IT IS A PARTY; AND CAUSE THE CONTRIBUTOR TO USE ITS BEST
EFFORTS TO VIGOROUSLY ENFORCE ALL RIGHTS HELD BY IT UNDER EACH EUROPEAN
RECEIVABLES PURCHASE AGREEMENT.
(N)
MAINTENANCE OF PROPERTY. KEEP ALL PROPERTY
AND ASSETS USEFUL AND NECESSARY TO PERMIT THE MONITORING AND COLLECTION OF
RECEIVABLES.
(O)
BANKRUPTCY. COOPERATE WITH THE ADMINISTRATIVE
AGENT, THE FUNDING AGENTS AND THE COLLATERAL AGENT IN MAKING ANY AMENDMENTS TO
THE TRANSACTION DOCUMENTS AND TAKE, OR REFRAIN FROM TAKING, AS THE CASE MAY BE,
ALL OTHER ACTIONS DEEMED REASONABLY NECESSARY BY THE ADMINISTRATIVE AGENT, ANY
FUNDING AGENT AND/OR THE COLLATERAL AGENT IN ORDER TO COMPLY WITH THE STRUCTURED
FINANCE STATUTORY EXEMPTION SET FORTH IN LEGISLATIVE AMENDMENTS TO THE U.S.
BANKRUPTCY CODE AT OR ANY TIME AFTER SUCH AMENDMENTS ARE ENACTED INTO LAW;
PROVIDED, HOWEVER, THAT IT SHALL NOT BE REQUIRED TO MAKE ANY AMENDMENT OR TO
TAKE, OR OMIT FROM TAKING, AS THE CASE MAY BE, ANY ACTION WHICH IT REASONABLY
BELIEVES WOULD HAVE THE EFFECT OF MATERIALLY CHANGING THE ECONOMIC SUBSTANCE OF
THE TRANSACTION CONTEMPLATED BY THE TRANSACTION DOCUMENTS AS IN EFFECT ON THE
CLOSING DATE.
(P)
COMPLIANCE WITH CREDIT AND COLLECTION POLICY.
TIMELY AND FULLY (I) PERFORM AND COMPLY IN ALL MATERIAL RESPECTS WITH ALL
PROVISIONS, COVENANTS AND OTHER PROMISES REQUIRED TO BE OBSERVED BY IT UNDER THE
CONTRACTS RELATED TO THE RECEIVABLES, AND (II) COMPLY IN ALL MATERIAL RESPECTS
WITH THE CREDIT AND COLLECTION POLICY IN REGARD TO EACH RECEIVABLE AND THE
RELATED CONTRACT.
(Q)
SERVICING. WITHIN SIXTY (60) DAYS FOLLOWING
THE INITIAL BORROWING DATE, CAUSE THE LIQUIDATION SERVICER TO COMPLETE THE
MASTER SERVICER SITE REVIEW AND THE REVIEW OF THE MASTER SERVICER'S STANDBY
LIQUIDATION SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE LIQUIDATION SERVICER
AGREEMENT.
(R)
OWNERSHIP.
TAKE (OR CAUSE THE MASTER
SERVICER, THE CONTRIBUTOR AND EACH ORIGINATOR TO) TAKE ALL NECESSARY ACTION TO
(I) VEST LEGAL AND EQUITABLE TITLE TO THE RECEIVABLES AND THE OTHER COLLATERAL
OBTAINED UNDER THE U.S. RECEIVABLES PURCHASE AGREEMENTS ON THE ONE HAND, AND THE
CONTRIBUTION AGREEMENT, ON
54
THE OTHER HAND IRREVOCABLY IN THE CONTRIBUTOR, OR THE COMPANY, AS APPLICABLE,
FREE AND CLEAR OF ANY ADVERSE CLAIMS OTHER THAN ADVERSE CLAIMS ARISING HEREUNDER
(INCLUDING, WITHOUT LIMITATION, THE FILING OF ALL FINANCING STATEMENTS OR OTHER
SIMILAR INSTRUMENTS OR DOCUMENTS NECESSARY UNDER THE UCC (OR ANY COMPARABLE LAW)
OF ALL APPROPRIATE JURISDICTIONS TO PERFECT THE COMPANY'S INTEREST IN SUCH
RECEIVABLES AND OTHER COLLATERAL AND SUCH OTHER ACTION TO PERFECT, PROTECT OR
MORE FULLY EVIDENCE THE INTEREST OF THE COMPANY THEREIN AS THE COLLATERAL AGENT
MAY REASONABLY REQUEST), AND (II) ESTABLISH AND MAINTAIN, IN FAVOR OF THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, A VALID AND PERFECTED
FIRST PRIORITY UNDIVIDED PERCENTAGE OWNERSHIP INTEREST (AND/OR A VALID AND
PERFECTED FIRST PRIORITY SECURITY INTEREST) IN ALL RECEIVABLES AND OTHER