day following the Facility Termination Date
on which all Obligations shall have been finally and fully paid and performed,
the Borrower hereby covenants and agrees with the Investors, the Custodian, the
Administrative Agent and the Collateral Agent that:
30
PROTECTION OF SECURITY INTEREST OF THE SECURED PARTIES.
AT OR PRIOR TO THE EFFECTIVE DATE, THE BORROWER SHALL HAVE FILED OR CAUSED TO BE
FILED A UCC-1 FINANCING STATEMENT, NAMING THE BORROWER AS DEBTOR, NAMING THE
COLLATERAL AGENT (FOR THE BENEFIT OF THE SECURED PARTIES) AS SECURED PARTY AND
DESCRIBING THE BORROWER COLLATERAL, WITH THE OFFICE OF THE SECRETARY OF STATE OF
THE STATE OF NEVADA.
FROM TIME TO TIME THEREAFTER, THE BORROWER SHALL FILE SUCH
FINANCING STATEMENTS AND CAUSE TO BE EXECUTED AND FILED SUCH CONTINUATION
STATEMENTS, ALL IN SUCH A MANNER AND IN SUCH PLACES AS MAY BE REQUIRED BY LAW
FULLY TO PRESERVE, MAINTAIN AND PROTECT THE INTEREST OF THE SECURED PARTIES
UNDER THIS AGREEMENT IN THE BORROWER COLLATERAL AND IN THE PROCEEDS THEREOF TO
THE EXTENT A SECURITY INTEREST IN SUCH COLLATERAL CAN BE PERFECTED BY THE FILING
OF A FINANCING STATEMENT UNDER THE UCC.
THE BORROWER SHALL DELIVER (OR CAUSE TO
BE DELIVERED) TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT FILE-STAMPED
COPIES OF, OR FILING RECEIPTS FOR, ANY FINANCING STATEMENT, STATEMENT OF
CONTINUATION OR STATEMENT OF AMENDMENT FILED AS PROVIDED ABOVE, AS SOON AS
AVAILABLE FOLLOWING SUCH FILING.
IN THE EVENT THAT THE BORROWER FAILS TO
PERFORM ITS OBLIGATIONS UNDER THIS SUBSECTION, THE COLLATERAL AGENT AT THE
DIRECTION OF THE REQUIRED LENDERS MAY DO SO, IN EACH CASE AT THE EXPENSE OF THE
BORROWER.
THE BORROWER SHALL NOT CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE IN ANY
MANNER THAT WOULD, MAKE ANY FINANCING STATEMENT OR CONTINUATION STATEMENT FILED
BY THE BORROWER (OR BY THE COLLATERAL AGENT ON BEHALF OF THE BORROWER) IN
ACCORDANCE WITH PARAGRAPH (A) ABOVE SERIOUSLY MISLEADING OR CHANGE ITS
JURISDICTION OF ORGANIZATION, UNLESS THE BORROWER SHALL HAVE GIVEN THE
COLLATERAL AGENT AT LEAST 30 DAYS PRIOR WRITTEN NOTICE THEREOF, AND SHALL
PROMPTLY FILE APPROPRIATE AMENDMENTS TO ALL PREVIOUSLY FILED FINANCING
STATEMENTS AND CONTINUATION STATEMENTS.
THE BORROWER SHALL MAINTAIN ITS COMPUTER SYSTEMS, IF ANY, SO THAT, FROM AND
AFTER THE TIME OF THE FIRST ADVANCE UNDER THIS AGREEMENT, THE BORROWER'S MASTER
COMPUTER RECORDS (INCLUDING ARCHIVES) THAT SHALL REFER TO THE BORROWER
COLLATERAL INDICATE CLEARLY THAT SUCH BORROWER COLLATERAL IS SUBJECT TO FIRST
PRIORITY SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGENT, FOR THE BENEFIT OF
THE SECURED PARTIES.
INDICATION OF THE COLLATERAL AGENT'S (FOR THE BENEFIT OF
THE SECURED PARTIES) SECURITY INTEREST SHALL BE DELETED FROM OR MODIFIED ON THE
BORROWER'S COMPUTER SYSTEMS WHEN, AND ONLY WHEN, THE BORROWER COLLATERAL IN
QUESTION SHALL HAVE BEEN PAID IN FULL, THE SECURITY INTEREST UNDER THIS
AGREEMENT HAS BEEN RELEASED IN ACCORDANCE WITH ITS TERMS, WITH RESPECT TO ANY
TRANSFERRED RECEIVABLES, UPON SUCH TRANSFERRED RECEIVABLES BECOMING A
REPURCHASED RECEIVABLE OR OTHERWISE AS EXPRESSLY PERMITTED BY THE SALE AND
SERVICING AGREEMENT OR BY THIS AGREEMENT.
NOTWITHSTANDING