DEAL WITH THE SPECIFIED
ASSETS, AND ALL OF BUYER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS
AGREEMENT, ON WHATEVER TERMS BUYER SHALL DETERMINE, PURSUANT TO THE RECEIVABLES
SALE AGREEMENT OR OTHERWISE.
(D)
BUYER SHALL HAVE THE SOLE RIGHT TO RETAIN ANY GAINS OR PROFITS
CREATED BY BUYING, SELLING OR HOLDING THE SPECIFIED ASSETS AND SHALL HAVE THE
SOLE RISK OF AND RESPONSIBILITY FOR LOSSES OR DAMAGES CREATED BY SUCH BUYING,
SELLING OR HOLDING.
21
SECTION 7.2
RESPONSIBILITIES OF THE SELLERS.
ANYTHING HEREIN TO
THE CONTRARY NOTWITHSTANDING, EACH SELLER HEREBY AGREES:
(A)
TO DELIVER DIRECTLY TO THE INITIAL COLLECTION AGENT (FOR BUYERS
ACCOUNT), WITHIN TWO BUSINESS DAYS AFTER RECEIPT AND IDENTIFICATION THEREOF, ANY
COLLECTIONS THAT IT RECEIVES IN THE FORM SO RECEIVED, AND AGREES THAT ALL SUCH
COLLECTIONS SHALL BE DEEMED TO BE RECEIVED IN TRUST FOR BUYER AND SHALL BE
MAINTAINED AND SEGREGATED SEPARATE AND APART FROM ALL OTHER FUNDS AND MONEYS OF
SUCH SELLER UNTIL DELIVERY OF SUCH COLLECTIONS TO THE INITIAL COLLECTION RESENT,
(B)
TO PERFORM ALL OF ITS OBLIGATIONS HEREUNDER AND UNDER THE
CONTRACTS RELATED TO THE RECEIVABLES AND RELATED ASSETS TO THE SAME EXTENT AS IF
THE RECEIVABLES HAD NOT BEEN SOLD HEREUNDER, AND THE EXERCISE BY BUYER OR ITS
DESIGNEE OR ASSIGNEE OF BUYER'S RIGHTS HEREUNDER OR IN CONNECTION HEREWITH SHALL
NOT RELIEVE SUCH SELLER FROM ANY OF ITS OBLIGATIONS UNDER THE CONTRACTS OR
RELATED ASSETS RELATED TO THE RECEIVABLES,
(C)
THAT IT HEREBY GRANTS BUYER AN IRREVOCABLE POWER OF ATTORNEY WITH
FULL POWER OF SUBSTITUTION, COUPLED WITH AN INTEREST TO TAKE IN THE NAME OF SUCH
SELLER ALL STEPS NECESSARY OR ADVISABLE TO ENDORSE, NEGOTIATE OR OTHERWISE
REALIZE ON ANY WRITING OR OTHER RIGHT OF ANY KIND HELD OR TRANSMITTED BY SUCH
SELLER OR TRANSMITTED OR RECEIVED BY BUYER (WHETHER OR NOT FROM SUCH SELLER) IN
CONNECTION WITH ANY SPECIFIED ASSET, AND
(D)
TO THE EXTENT THAT SUCH SELLER DOES NOT OWN THE COMPUTER SOFTWARE
THAT SUCH SELLER USES TO ACCOUNT FOR RECEIVABLES, SUCH SELLER SHALL PROVIDE
BUYER, THE AGENT AND THE PURCHASER AGENTS WITH SUCH LICENSES, SUBLICENSES AND/OR
ASSIGNMENTS OF CONTRACTS AS BUYER, THE AGENT OR THE PURCHASER AGENTS SHALL
REQUIRE WITH REGARD TO ALL SERVICES AND COMPUTER HARDWARE USED BY SUCH SELLER
THAT RELATE TO THE SERVICING OF THE SPECIFIED ASSETS.
SECTION 7.3
FURTHER ACTION EVIDENCING PURCHASES.
EACH SELLER
AGREES THAT FROM TIME TO TIME, AT ITS EXPENSE, IT WILL PROMPTLY, UPON REASONABLE
REQUEST BY BUYER, INITIAL COLLECTION AGENT, THE AGENT, A PURCHASER AGENT OR A
PURCHASER, EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE
ALL FURTHER ACTION, IN ORDER TO PERFECT, PROTECT OR MORE FULLY EVIDENCE THE
PURCHASE BY BUYER OR CONTRIBUTION TO BUYER OF THE RECEIVABLES AND THE RELATED
ASSETS UNDER THIS AGREEMENT, OR TO ENABLE BUYER TO EXERCISE OR ENFORCE ANY OF
ITS RIGHTS UNDER ANY TRANSACTION DOCUMENTS.
EACH SELLER FURTHER AGREES THAT
FROM TIME TO TIME, AT ITS EXPENSE, IT WILL PROMPTLY, UPON REQUEST, TAKE ALL
ACTION THAT BUYER, THE INITIAL COLLECTION AGENT