DUE UNDER ANY AND ALL TRANSFERRED ASSETS OR RELATED
RECEIVABLES, INCLUDING, WITHOUT LIMITATION, ENDORSING THE SELLER'S NAME ON
CHECKS AND OTHER INSTRUMENTS REPRESENTING COLLECTIONS AND ENFORCING SUCH
RECEIVABLES AND THE RELATED CONTRACTS.
SECTION 6.04.
FURTHER ACTION EVIDENCING TRANSFERS.
THE SELLER 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 THE BUYER MAY
REASONABLY REQUEST IN ORDER TO PERFECT, PROTECT OR MORE FULLY EVIDENCE THE
BUYER'S INTEREST IN THE TRANSFERRED ASSETS, OR TO ENABLE THE BUYER TO EXERCISE
OR ENFORCE ANY OF ITS RIGHTS HEREUNDER OR UNDER ANY RELATED DOCUMENT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER WILL MARK ITS MASTER DATA
PROCESSING RECORDS EVIDENCING SUCH TRANSFERRED ASSETS WITH A LEGEND, ACCEPTABLE
TO THE BUYER, EVIDENCING THAT THE BUYER HAS ACQUIRED AN OWNERSHIP INTEREST
THEREIN AS PROVIDED IN THIS SALE AGREEMENT AND, UPON THE REQUEST OF THE BUYER,
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 BUYER MAY REASONABLY REQUEST.
THE SELLER
HEREBY AUTHORIZES THE BUYER TO FILE ONE OR MORE FINANCING OR CONTINUATION
STATEMENTS, AND AMENDMENTS THERETO AND ASSIGNMENTS THEREOF, RELATIVE TO ALL OR
ANY OF THE TRANSFERRED ASSETS NOW EXISTING OR HEREAFTER ARISING WITHOUT THE
SIGNATURE OF THE SELLER WHERE PERMITTED BY LAW.
A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS SALE AGREEMENT OR ANY FINANCING STATEMENT COVERING THE
TRANSFERRED ASSETS, 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 SALE AGREEMENT, THE BUYER MAY (BUT SHALL NOT BE REQUIRED TO) ITSELF
PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT OR OBLIGATION, AND THE EXPENSES
OF THE BUYER INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY THE SELLER
UPON THE BUYER'S DEMAND THEREFOR; PROVIDED, HOWEVER, PRIOR TO TAKING ANY SUCH
ACTION, THE BUYER SHALL GIVE NOTICE OF SUCH INTENTION TO THE SELLER AND PROVIDE
THE SELLER WITH A REASONABLE OPPORTUNITY TO TAKE SUCH ACTION ITSELF.
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 BUYER UNDER THE PURCHASE AGREEMENT AND THE EXERCISE BY THE BUYER OR ITS
ASSIGNS OF THEIR RESPECTIVE RIGHTS HEREUNDER SHALL NOT RELIEVE 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
TRANSFERRED 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 COLLECTIONS BY SERVICER.
THE SERVICER SHALL
IDENTIFY ON A TIMELY BASIS ALL COLLECTIONS WHICH ARE ON ACCOUNT OF THE
TRANSFERRED ASSETS. INCLUDING ALL DEPOSITS TO LOCK BOX