ON BEHALF OF THE SELLER PARTIES AND THE PURCHASERS WHICH ARE NECESSARY OR
DESIRABLE, IN THE DETERMINATION OF THE ADMINISTRATIVE AGENT, TO COLLECT ALL
AMOUNTS DUE UNDER ANY AND ALL POOL RECEIVABLES, INCLUDING, WITHOUT LIMITATION,
ENDORSING ANY SELLER PARTY'S NAME ON CHECKS AND OTHER INSTRUMENTS REPRESENTING
COLLECTIONS AND ENFORCING SUCH POOL RECEIVABLES AND THE RELATED CONTRACTS.
SECTION 8.4
RESPONSIBILITIES OF SELLER
PARTIES.
Anything herein to the contrary notwithstanding:
35
(A)
CONTRACTS.
EACH SELLER PARTY SHALL REMAIN
RESPONSIBLE FOR PERFORMING ALL OF ITS OBLIGATIONS (IF ANY) UNDER THE CONTRACTS
RELATED TO THE POOL RECEIVABLES AND UNDER THE RELATED AGREEMENTS TO THE SAME
EXTENT AS IF THE ASSET INTEREST HAD NOT BEEN SOLD HEREUNDER, AND THE EXERCISE BY
THE ADMINISTRATIVE AGENT OR ITS DESIGNEE OF ITS RIGHTS HEREUNDER SHALL NOT
RELIEVE ANY SELLER PARTY FROM SUCH OBLIGATIONS.
(B)
LIMITATION OF LIABILITY.
NO AGENT OR
PURCHASER SHALL HAVE ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY POOL
RECEIVABLES, CONTRACTS RELATED THERETO OR ANY OTHER RELATED AGREEMENTS, NOR
SHALL ANY OF THEM BE OBLIGATED TO PERFORM ANY OF THE OBLIGATIONS OF ANY SELLER
PARTY OR ANY ORIGINATOR THEREUNDER.
SECTION 8.5
FURTHER ACTION EVIDENCING
PURCHASES AND REINVESTMENTS.
(A)
FURTHER ASSURANCES.
EACH SELLER PARTY
AGREES THAT FROM TIME TO TIME, AT ITS EXPENSE, IT WILL PROMPTLY EXECUTE AND
DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER ACTION THAT
ANY AGENT OR ITS DESIGNEE MAY REASONABLY REQUEST IN ORDER TO PERFECT, PROTECT OR
MORE FULLY EVIDENCE THE PURCHASES HEREUNDER AND THE RESULTING ASSET INTEREST, OR
TO ENABLE SECURED PARTIES OR THE AGENTS OR ANY OF THEIR RESPECTIVE DESIGNEES TO
EXERCISE OR ENFORCE ANY OF THEIR RESPECTIVE RIGHTS HEREUNDER OR UNDER ANY
TRANSACTION DOCUMENT IN RESPECT THEREOF.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH SELLER PARTY WILL:
(I)
UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT AT THE DIRECTION OF THE PURCHASER AGENTS ON BEHALF OF THE PURCHASERS,
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, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT;
(II)
UPON THE REQUEST OF ANY AGENT AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF A LIQUIDATION EVENT, MARK CONSPICUOUSLY
EACH CONTRACT EVIDENCING EACH POOL RECEIVABLE WITH A LEGEND, ACCEPTABLE TO THE
AGENTS, EVIDENCING THAT THE ASSET INTEREST HAS BEEN SOLD IN ACCORDANCE WITH THIS
AGREEMENT; AND
(III)
MARK ITS MASTER DATA PROCESSING RECORDS
EVIDENCING SUCH POOL RECEIVABLES AND RELATED CONTRACTS WITH A LEGEND, ACCEPTABLE
TO THE AGENTS, EVIDENCING THAT THE ASSET INTEREST HAS BEEN SOLD IN ACCORDANCE
WITH THIS AGREEMENT.
(B)
ADDITIONAL FINANCING STATEMENTS; PERFORMANCE
BY ADMINISTRATIVE AGENT.
(I)
EACH SELLER PARTY IRREVOCABLY AUTHORIZES
THE ADMINISTRATIVE AGENT AT ANY TIME AND FROM TIME TO TIME IN THE SOLE
DISCRETION OF THE ADMINISTRATIVE AGENT, AND APPOINTS THE ADMINISTRATIVE AGENT AS
ITS ATTORNEY-IN-FACT, TO ACT ON BEHALF OF SUCH SELLER PARTY (A) TO AUTHORIZE ON
BEHALF OF THE SELLER AS DEBTOR AND TO FILE FINANCING STATEMENTS NECESSARY OR
DESIRABLE IN THE ADMINISTRATIVE AGENT'S SOLE