time constituting Collections of Pool
Receivables in a manner acceptable to the Agent and, promptly upon receipt,
remit all such cash, checks and instruments, duly indorsed or with duly executed
instruments of transfer, to the Agent or its designee.
(iv)
The Seller authorizes the Agent to take any and all steps in the
Seller's name and on behalf of the Seller that are necessary or desirable, in
the determination of the Agent, to collect amounts due under the Pool
Receivables, including, without limitation, endorsing the Seller's name on
checks and other instruments representing Collections of Pool Receivables and
enforcing the Pool Receivables and the Related Security and related Contracts.
SECTION 6.04.
RIGHTS AND REMEDIES.
(A)
IF THE SERVICER FAILS TO PERFORM
ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE AGENT MAY (BUT SHALL NOT BE
REQUIRED TO) ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH OBLIGATION; AND THE
AGENT'S COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY
THE SERVICER.
(B)
THE SELLER AND THE ORIGINATORS SHALL PERFORM THEIR RESPECTIVE
OBLIGATIONS UNDER THE CONTRACTS RELATED TO THE POOL RECEIVABLES TO THE SAME
EXTENT AS IF RECEIVABLE INTERESTS HAD NOT BEEN SOLD AND THE EXERCISE BY THE
AGENT ON BEHALF OF THE INVESTORS AND THE BANKS OF THEIR RIGHTS UNDER THIS
AGREEMENT SHALL NOT RELEASE THE SERVICER OR THE SELLER FROM ANY OF THEIR DUTIES
OR OBLIGATIONS WITH RESPECT TO ANY POOL RECEIVABLES OR RELATED CONTRACTS.
NEITHER THE AGENT, THE INVESTORS NOR THE BANKS SHALL HAVE ANY OBLIGATION OR
LIABILITY WITH RESPECT TO ANY POOL RECEIVABLES OR RELATED CONTRACTS, NOR SHALL
ANY OF THEM BE OBLIGATED TO PERFORM THE OBLIGATIONS OF THE SELLER THEREUNDER.
(C)
IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF ARTICLE VI
OF THIS AGREEMENT AND ARTICLE VI OF THE INITIAL PURCHASE AGREEMENT OR THE
SECONDARY PURCHASE AGREEMENT, THE PROVISIONS OF ARTICLE VI OF THIS AGREEMENT
SHALL CONTROL.
SECTION 6.05.
FURTHER ACTIONS EVIDENCING PURCHASES.
EACH ORIGINATOR AGREES
FROM TIME TO TIME, AT ITS EXPENSE, TO PROMPTLY EXECUTE AND DELIVER ALL FURTHER
INSTRUMENTS AND DOCUMENTS, AND TO TAKE ALL FURTHER ACTIONS, THAT MAY BE
NECESSARY OR DESIRABLE, OR THAT THE AGENT MAY REASONABLY REQUEST, TO PERFECT,
PROTECT OR MORE FULLY EVIDENCE THE RECEIVABLE INTERESTS PURCHASED HEREUNDER, OR
TO ENABLE THE INVESTORS, THE BANKS OR THE AGENT TO EXERCISE AND ENFORCE THEIR
RESPECTIVE RIGHTS AND REMEDIES HEREUNDER.
WITHOUT LIMITING THE FOREGOING, EACH
ORIGINATOR WILL (I) UPON THE REQUEST OF THE AGENT, EXECUTE AND FILE SUCH
FINANCING OR CONTINUATION STATEMENTS,
52
OR AMENDMENTS THERETO, AND SUCH OTHER INSTRUMENTS AND DOCUMENTS, THAT MAY BE
REASONABLY NECESSARY OR DESIRABLE, OR THAT THE AGENT MAY REASONABLY REQUEST, TO
PERFECT, PROTECT OR EVIDENCE SUCH RECEIVABLE INTERESTS; AND (II) MARK ITS MASTER
DATA PROCESSING RECORDS EVIDENCING THE POOL RECEIVABLES WITH A LEGEND OR OTHER
NOTATION ACCEPTABLE TO THE AGENT, EVIDENCING THAT RECEIVABLE INTERESTS THEREIN
HAVE BEEN SOLD.
EACH ORIGINATOR AUTHORIZES THE SELLER OR THE AGENT TO FILE
FINANCING STATEMENTS WITH RESPECT TO THE INITIAL PURCHASE AGREEMENT AS PERMITTED
BY THE UCC.
PARENT