ITS BOOKS ADEQUATE RESERVES OR (II) THE FAILURE TO PAY, SATISFY OR
DISCHARGE WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(L)
OBLIGATIONS. DEFEND THE SECURITY OF THE COLLATERAL AGENT IN, TO
AND UNDER THE RECEIVABLES AND THE OTHER COLLATERAL, WHETHER NOW EXISTING OR
HEREAFTER CREATED, AGAINST ALL CLAIMS OF THIRD PARTIES CLAIMING THROUGH THE
COMPANY. THE COMPANY WILL DULY FULFILL IN ACCORDANCE WITH THE SERVICING
AGREEMENT ALL
54
OBLIGATIONS ON ITS PART TO BE FULFILLED UNDER OR IN CONNECTION WITH EACH
RECEIVABLE AND WILL DO NOTHING TO MATERIALLY IMPAIR THE RIGHTS OF THE COMPANY IN
SUCH RECEIVABLE.
(M)
ENFORCEMENT OF TRANSACTION DOCUMENTS. THE COMPANY SHALL USE ITS
BEST EFFORTS TO VIGOROUSLY ENFORCE ALL RIGHTS HELD BY IT UNDER EACH TRANSACTION
DOCUMENT TO WHICH IT IS A PARTY; AND TO CAUSE CONTRIBUTOR TO USE ITS BEST
EFFORTS TO VIGOROUSLY ENFORCE ALL RIGHTS HELD BY IT UNDER EACH U.S. RECEIVABLES
PURCHASE AGREEMENT; PROVIDED, HOWEVER, THAT WITH RESPECT TO THE ENFORCEMENT OF
RIGHTS IT HOLDS AGAINST PERSONS WHO ARE NOT AFFILIATES, THE COMPANY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO ENFORCE ALL SUCH RIGHTS, AND SHALL CAUSE THE
CONTRIBUTOR TO USE COMMERCIALLY REASONABLE EFFORTS TO ENFORCE ALL RIGHTS HELD BY
IT AGAINST PERSONS WHO ARE NOT AFFILIATES UNDER EACH U.S. 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 POLICIES. TIMELY AND FULLY 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 POLICIES IN REGARD TO EACH
RECEIVABLE AND THE RELATED CONTRACT.
(Q)
OWNERSHIP.
WILL (OR WILL CAUSE THE MASTER SERVICER, 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 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,