HAVE FILED OR CAUSED
TO BE FILED A UCC-1 FINANCING STATEMENT, NAMING SELLER AS SELLER OR DEBTOR,
NAMING PURCHASER AS PURCHASER OR SECURED PARTY AND DESCRIBING THE RECEIVABLES
AND THE OTHER CONVEYED PROPERTY BEING SOLD BY IT TO PURCHASER AS COLLATERAL,
WITH THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF DELAWARE AND IN SUCH
OTHER LOCATIONS AS PURCHASER SHALL HAVE REQUIRED.
FROM TIME TO TIME THEREAFTER,
SELLER SHALL EXECUTE AND FILE SUCH FINANCING STATEMENTS AND CAUSE TO BE EXECUTED
AND FILED SUCH CONTINUATION STATEMENTS, ALL IN SUCH MANNER AND IN SUCH PLACES AS
MAY BE REQUIRED BY LAW FULLY TO PRESERVE, MAINTAIN AND PROTECT THE INTEREST OF
PURCHASER UNDER THIS AGREEMENT, OF THE ISSUER UNDER THE SALE AND 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 AND THE TRUST COLLATERAL
AGENT 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 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 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 AND THE TRUST COLLATERAL
AGENT AT LEAST 60 DAYS' PRIOR WRITTEN NOTICE OF ANY RELOCATION THAT WOULD RESULT
IN A CHANGE OF THE 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