or
proceeding relating to this Agreement or any other Related Document or the
enforcement of rights hereunder or thereunder, (6) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee or pledgee of (or participant in), or any prospective assignee or
pledgee of (or participant in), any of its rights or obligations under this
Agreement, (7) with the consent of the applicable Originator or Servicer or
(8) to the extent such Agreement or other information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Buyer or Affected Party on a nonconfidential basis from a
source other than Holdings or any Subsidiary thereof.
SECTION 6.13.
FURTHER ASSURANCES.
(A)
EACH ORIGINATOR SHALL, AT ITS SOLE COST AND EXPENSE, UPON REQUEST
OF BUYER, PROMPTLY AND DULY EXECUTE AND DELIVER ANY AND ALL FURTHER INSTRUMENTS
AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS THAT MAY BE NECESSARY OR DESIRABLE
OR THAT BUYER MAY REQUEST TO CARRY OUT MORE EFFECTIVELY THE PROVISIONS AND
PURPOSES OF THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT OR TO OBTAIN THE FULL
BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED,
INCLUDING (I) USING ITS BEST EFFORTS TO SECURE ALL CONSENTS AND APPROVALS
NECESSARY OR APPROPRIATE FOR THE ASSIGNMENT TO OR FOR THE BENEFIT OF BUYER OF
ANY TRANSFERRED RECEIVABLE HELD BY SUCH ORIGINATOR OR IN WHICH SUCH ORIGINATOR
HAS ANY RIGHTS NOT HERETOFORE ASSIGNED, AND (II) FILING ANY FINANCING OR
CONTINUATION STATEMENTS UNDER THE UCC WITH RESPECT TO THE OWNERSHIP INTERESTS OR
LIENS GRANTED HEREUNDER OR UNDER ANY OTHER RELATED DOCUMENT.
EACH ORIGINATOR
HEREBY AUTHORIZES BUYER, TO FILE ANY SUCH FINANCING OR CONTINUATION STATEMENTS
WITHOUT THE SIGNATURE OF SUCH ORIGINATOR TO THE EXTENT PERMITTED BY APPLICABLE
LAW.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS AGREEMENT OR OF ANY
NOTICE OR FINANCING STATEMENT COVERING THE TRANSFERRED RECEIVABLES OR ANY PART
THEREOF SHALL BE SUFFICIENT AS A NOTICE OR FINANCING STATEMENT WHERE PERMITTED
BY LAW.
IF ANY AMOUNT PAYABLE UNDER OR IN CONNECTION WITH ANY OF THE
TRANSFERRED RECEIVABLES IS OR SHALL BECOME EVIDENCED BY ANY INSTRUMENT, SUCH
INSTRUMENT, OTHER THAN CHECKS AND NOTES RECEIVED IN THE ORDINARY COURSE OF
BUSINESS, SHALL BE DULY ENDORSED IN A MANNER SATISFACTORY TO BUYER IMMEDIATELY
UPON SUCH ORIGINATOR'S RECEIPT THEREOF AND PROMPTLY DELIVERED TO BUYER.
(B)
IF ANY ORIGINATOR FAILS TO PERFORM ANY AGREEMENT OR OBLIGATION
UNDER THIS SECTION 6.13, BUYER MAY (BUT SHALL NOT BE REQUIRED TO) ITSELF
PERFORM, OR CAUSE PERFORMANCE OF, SUCH
31
agreement or obligation, and the expenses of Buyer incurred in connection
therewith shall be payable by such Originator upon demand of Buyer.
SECTION 6.14.
FEES AND EXPENSES.
IN ADDITION TO ITS INDEMNIFICATION
OBLIGATIONS PURSUANT TO ARTICLE V, EACH ORIGINATOR AGREES, JOINTLY AND
SEVERALLY, TO PAY ON DEMAND ALL RATING AGENCY FEES AND ALL COSTS AND EXPENSES
INCURRED BY BUYER IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER RELATED