SALE AND
7
SERVICING AGREEMENT AND OF THE TRUST COLLATERAL AGENT UNDER THE INDENTURE IN THE
RECEIVABLES AND THE OTHER CONVEYED PROPERTY AND IN THE PROCEEDS THEREOF.
SELLER
SHALL DELIVER (OR CAUSE TO BE DELIVERED) TO PURCHASER, THE TRUST COLLATERAL
AGENT AND THE INSURER FILE-STAMPED COPIES OF, OR FILING RECEIPTS FOR, ANY
DOCUMENT FILED AS PROVIDED ABOVE, AS SOON AS AVAILABLE FOLLOWING SUCH FILING.
IN THE EVENT THAT SELLER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS SUBSECTION,
PURCHASER, ISSUER OR THE TRUST COLLATERAL AGENT MAY DO SO, AT THE EXPENSE OF
SUCH SELLER.
IN FURTHERANCE OF THE FOREGOING, THE SELLER HEREBY AUTHORIZES THE
PURCHASER, THE ISSUER OR THE TRUST COLLATERAL AGENT TO FILE A RECORD OR RECORDS
(AS DEFINED IN THE APPLICABLE UCC), INCLUDING, WITHOUT LIMITATION, FINANCING
STATEMENTS, IN ALL JURISDICTIONS AND WITH ALL FILING OFFICES AS EACH MAY
DETERMINE, IN ITS SOLE DISCRETION, ARE NECESSARY OR ADVISABLE TO PERFECT THE
SECURITY INTEREST GRANTED TO THE PURCHASER PURSUANT TO SECTION 6.9 OF THIS
AGREEMENT.
SUCH FINANCING STATEMENTS MAY DESCRIBE THE COLLATERAL IN THE SAME
MANNER AS DESCRIBED HEREIN OR MAY CONTAIN AN INDICATION OR DESCRIPTION OF
COLLATERAL THAT DESCRIBES SUCH PROPERTY IN ANY OTHER MANNER AS SUCH PARTY MAY
DETERMINE, IN ITS SOLE DISCRETION, IS NECESSARY, ADVISABLE OR PRUDENT TO ENSURE
THE PERFECTION OF THE SECURITY INTEREST IN THE COLLATERAL GRANTED TO THE
PURCHASER HEREIN.
(B)
SELLER SHALL NOT CHANGE ITS NAME, IDENTITY, STATE OF INCORPORATION
OR CORPORATE STRUCTURE IN ANY MANNER THAT WOULD, COULD OR MIGHT MAKE ANY
FINANCING STATEMENT OR CONTINUATION STATEMENT FILED BY SELLER (OR BY PURCHASER,
ISSUER OR THE TRUST COLLATERAL AGENT ON BEHALF OF SELLER) IN ACCORDANCE WITH
PARAGRAPH (A) ABOVE SERIOUSLY MISLEADING WITHIN THE MEANING OF §9-506 OF THE
APPLICABLE UCC, UNLESS THEY SHALL HAVE GIVEN PURCHASER, ISSUER, THE INSURER AND
THE TRUST COLLATERAL AGENT AT LEAST 60 DAYS' PRIOR WRITTEN NOTICE THEREOF, AND
SHALL PROMPTLY FILE APPROPRIATE AMENDMENTS TO ALL PREVIOUSLY FILED FINANCING
STATEMENTS AND CONTINUATION STATEMENTS.
(C)
SELLER SHALL GIVE PURCHASER, THE ISSUER, THE INSURER (SO LONG AS
AN INSURER DEFAULT SHALL NOT HAVE OCCURRED AND BE CONTINUING) AND THE TRUST
COLLATERAL AGENT AT LEAST 60 DAYS' PRIOR WRITTEN NOTICE OF ANY RELOCATION THAT
WOULD RESULT IN A CHANGE OF LOCATION OF THE DEBTOR WITHIN THE MEANING OF SECTION
9-307 OF THE APPLICABLE UCC.
SELLER SHALL AT ALL TIMES MAINTAIN EACH OFFICE
FROM WHICH IT SERVICES RECEIVABLES AND ITS PRINCIPAL EXECUTIVE OFFICE WITHIN THE
UNITED STATES OF AMERICA.
(D)
PRIOR TO THE CLOSING DATE, SELLER HAS MAINTAINED ACCOUNTS AND
RECORDS AS TO EACH RECEIVABLE ACCURATELY AND IN SUFFICIENT DETAIL TO PERMIT (I)
THE READER THEREOF TO KNOW AT ANY TIME AS OF OR PRIOR TO THE CLOSING DATE, THE
STATUS OF SUCH RECEIVABLE, INCLUDING PAYMENTS AND RECOVERIES MADE AND PAYMENTS
OWING (AND THE NATURE OF EACH) AND (II) RECONCILIATION BETWEEN PAYMENTS OR
RECOVERIES ON (OR WITH RESPECT TO) EACH RECEIVABLE AND THE PRINCIPAL BALANCE AS
OF THE CLOSING DATE. SELLER SHALL MAINTAIN ITS COMPUTER SYSTEMS SO THAT, FROM
AND AFTER THE