PURCHASE AGREEMENT
AND, UPON THE REQUEST OF THE COLLATERAL AGENT, WILL EXECUTE AND FILE SUCH
FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO OR ASSIGNMENTS
THEREOF, AND SUCH OTHER INSTRUMENTS OR NOTICES, AS MAY BE NECESSARY OR
APPROPRIATE OR AS THE COLLATERAL AGENT MAY REASONABLY REQUEST.
THE SELLER
HEREBY AUTHORIZES THE COLLATERAL AGENT TO FILE ONE OR MORE FINANCING OR
CONTINUATION STATEMENTS, AND AMENDMENTS THERETO AND ASSIGNMENTS THEREOF,
RELATIVE TO ALL OR ANY OF THE PURCHASED RECEIVABLES, RELATED SECURITY AND
COLLECTIONS RELATED THERETO NOW EXISTING OR HEREAFTER ARISING WITHOUT THE
SIGNATURE OF THE SELLER WHERE PERMITTED BY LAW.
A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS RECEIVABLES PURCHASE AGREEMENT OR ANY FINANCING STATEMENT
COVERING THE PURCHASED RECEIVABLES, RELATED
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Security and Collections related thereto, or any part thereof, shall be
sufficient as a financing statement.
If the Seller fails to perform any of its
agreements or obligations under this Receivables Purchase Agreement, the
Collateral Agent may (but shall not be required to) itself perform, or cause
performance of, such agreement or obligation, and the expenses of the Collateral
Agent incurred in connection therewith shall be payable by the Seller upon the
Collateral Agent's demand therefor; provided, however, prior to taking any such
action, the Collateral Agent shall give notice of such intention to the Seller
and provide the Seller with a reasonable opportunity to take such action itself.
(B)
THE SELLER SHALL, ON OR PRIOR TO THE DATE OF
EACH RECEIVABLES PURCHASE HEREUNDER, DELIVER OR CAUSE TO BE DELIVERED THE
RELATED CONTRACT FILE TO THE CUSTODIAN, IN SUITABLE FORM FOR TRANSFER BY
DELIVERY, OR ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT
IN BLANK, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT.
IN
THE EVENT THAT THE SELLER OR THE SERVICER RECEIVES ANY OTHER INSTRUMENT OR ANY
WRITING CONSTITUTING CHATTEL PAPER WHICH, IN EITHER EVENT, EVIDENCES A PURCHASED
RECEIVABLE OR OTHER PURCHASED ASSETS, THE SELLER OR THE SERVICER AS APPLICABLE
SHALL DELIVER SUCH INSTRUMENT OR CHATTEL PAPER TO THE CUSTODIAN ON BEHALF OF THE
PURCHASERS AND ING WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT, IN SUITABLE
FORM FOR TRANSFER BY DELIVERY, OR ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF
TRANSFER OR ASSIGNMENT IN BLANK, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE
COLLATERAL AGENT.
SECTION 6.05.
RESPONSIBILITIES OF THE SELLER.
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, THE SELLER SHALL (I) PERFORM ALL OF ITS OBLIGATIONS UNDER THE
CONTRACTS TO THE SAME EXTENT AS IF SUCH CONTRACTS HAD NOT BEEN TRANSFERRED TO
THE PURCHASERS OR ING HEREUNDER AND THE EXERCISE BY THE PURCHASERS OR ING OR
THEIR RESPECTIVE ASSIGNS OF THEIR RESPECTIVE RIGHTS HEREUNDER SHALL NOT RELIEVE
THE SELLER FROM SUCH OBLIGATIONS AND (II) PAY WHEN DUE ANY TAXES, INCLUDING
WITHOUT LIMITATION, SALES, EXCISE AND PERSONAL PROPERTY TAXES PAYABLE IN
CONNECTION WITH THE PURCHASED ASSETS, UNLESS THE SELLER IS CONTESTING THE
PAYMENT OF SUCH TAXES IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS AND WITH
RESPECT TO WHICH NO ADVERSE CLAIM HAS BEEN ASSERTED OR FILED.
SECTION 6.06.
ADMINISTRATION OF