Common use of Actions Evidencing Purchases Clause in Contracts

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator (or Servicer, on behalf of the Originator) shall xxxx its records evidencing Receivables and Contracts in a form acceptable to Buyer, evidencing that the Receivables originated by the Originator have been transferred in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator 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 Buyer or the Administrative Agent, as its assignee may request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the Originator will upon the request of Buyer or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Originator hereby authorizes Buyer or its designee (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a), the Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or the Servicer, on behalf of the such Originator) shall xxxx its records evidencing Receivables and Contracts in take all steps reasonably necessary to ensure that there shall be placed on each data processing report that it generates that is provided to a form acceptable proposed investor or lender to Buyerevaluate the Receivables, a legend evidencing that the Pool Receivables originated by the Originator have been transferred to the Seller in accordance with this Agreement, Agreement and none of the Sale and Contribution Agreement and neither such Originator or nor the Servicer shall change or remove such xxxx legend without the consent of Buyer the Transferee, the Seller, as the Transferee’s assignee and the Administrative Agent, as its assigneethe Seller’s assignee (such consent not to be unreasonably withheld). In addition, the each Originator 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 Buyer the Transferee, the Seller, as the Transferee’s assignee, or the Administrative Agent, as its assignee the Seller’s assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, purchases and sales and contributions hereunder, or to enable Buyer the Transferee, the Seller, as the Transferee’s assignee or the Administrative Agent, as its assignee the Seller’s assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsRights sold by such Originator. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer the Transferee or its designee: (i) authorize 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 to perfect the interests of Buyer the Transferee, the Seller, as the Transferee’s assignee and the Administrative Agent, as its assignee the Seller’s assignee, in the Receivables originated by the Originator and the Related AssetsRights sold by such Originator; and (ii) if upon and after the occurrence of an Event of Termination has occurred and is continuingDefault, xxxx its master data processing mark conspicuously each Contract (or such Originator’s records that evidence or list with respect to such Receivables and related Contracts Contract) relating to each Receivable with a legend, reasonably acceptable to Buyer the Transferee, the Seller, as the Transferee’s assignee and the Administrative Agent, as its the Seller’s assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer the Transferee or its designee (i) to file in the name of the such Originator one or more financing or continuation statements, and amendments thereto thereto, continuations thereof and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets Rights sold by it now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the such Receivables originated by the Originator and the Related AssetsRights. (c) Without limiting the generality of Section 3.3(asubsection (a), the each Originator shall: shall authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator Transferor (or the Servicer, on behalf of the OriginatorTransferor) shall xxxx its records evidencing Receivables and Contracts in take all steps reasonably necessary to ensure that there shall be placed on each data processing report that it generates that is provided to a form acceptable proposed investor or lender to Buyerevaluate the Receivables, a legend evidencing that the Pool Receivables originated by the Originator have been transferred to the Transferee in accordance with this Agreement, Agreement and none of neither the Originator or Transferor nor the Servicer shall change or remove such xxxx legend without the consent of Buyer the Transferee and the Administrative Agent, as its assigneeassignee (such consent not to be unreasonably withheld). In addition, the Originator Transferor 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 Buyer the Transferee or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer the Transferee or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsRights. Without limiting the generality of the foregoing, the Originator Transferor will upon the request of Buyer the Transferee or its designee: (i) authorize 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 to perfect the interests of Buyer the Transferee and the Administrative Agent, as its assignee assignee, in the Receivables originated by the Originator and the Related AssetsRights; and (ii) if upon and after the occurrence of an Event of Termination has occurred and is continuingDefault, xxxx its master data processing mark conspicuously each Contract (or the Transferor’s records that evidence or list with respect to such Receivables and related Contracts Contract) relating to each Receivable with a legend, reasonably acceptable to Buyer the Transferee and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Originator Transferor hereby authorizes Buyer the Transferee or its designee (i) to file in the name of the Originator Transferor one or more financing or continuation statements, and amendments thereto thereto, continuations thereof and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets Rights now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related AssetsRights. (c) Without limiting the generality of Section 3.3(asubsection (a), the Originator shall: Transferor shall authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Initial Purchase Date, the each Originator (or Servicer, on behalf of the Originator) shall xxxx its master data processing records evidencing Receivables and Contracts in with a form legend, acceptable to Buyerthe SPV, evidencing that the Conveyed Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action action, that Buyer the SPV or the Administrative Agent, as its assignee may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer the SPV or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Conveyed Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will shall, upon the request of Buyer the SPV or its designee: , (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an during the continuation of a Termination Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Retained Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeSPV, evidencing that the related Retained Receivables have not been sold or contributed in accordance with this AgreementAgreement (it being understood that such Contracts shall only be required to be marked after being created and not at the time of execution with the applicable Obligor). (b) The Each Originator hereby authorizes Buyer the SPV or its designee to (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Receivables Purchase Second Tier Agreement, to notify Obligors of the assignment of the Conveyed Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a4.3(a), the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six (6) months and not later than one month three (3) months prior to the fifth (5th) anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to the Agent an opinion of counsel for such Originator in form and substance and delivered by counsel reasonably satisfactory to the SPV, confirming and updating the opinion delivered in connection with the Initial Purchase Date relating to the validity, perfection and priority of the SPV’s interests in the Conveyed Receivables.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Servicer, on behalf of the such Originator) shall xxxx its records evidencing Receivables and Contracts in a form reasonably acceptable to Buyerthe Administrative Agent, evidencing that the Receivables originated by the such Originator have been transferred in whole or in part to the Borrower in accordance with this Agreement, and none of the Originator Originators or Initial Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer Borrower or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect perfect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer Borrower or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Transferred Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will will, upon the request of Buyer Borrower or its designeethe Administrative Agent: (i) authorize 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 to perfect the interests of Buyer Borrower and the Administrative Agent, as its assignee assignee, in the Transferred Receivables originated by the such Originator and the Related Assets; and (ii) if an Initial Servicer Default or an Event of Termination Default has occurred and is continuing, xxxx its master data processing records that evidence or list conspicuously at the Administrative Agent’s request each Contract evidencing each Receivable originated by such Receivables and related Contracts Originator with a legend, reasonably acceptable to Buyer and the Administrative Agent, as its assignee, Agent evidencing that the related Receivables have been or may have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer or its designee Administrative Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, naming such Originator as debtor relative to all or any of the Receivables originated by the such Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Loan and Security Agreement, to notify Obligors of the assignment of the Transferred Receivables originated by the such Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a3.03(a), the each Originator shall: authorize hereby authorizes Administrative Agent to file, and shall deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the ---------------------------- Originator (or Servicer, on behalf of the Originator) shall xxxx its master data processing records evidencing Pool Receivables and Contracts in with a form legend, acceptable to Buyerthe Company, evidencing that the Pool Receivables originated by the Originator have been transferred and contributed in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action action, that Buyer the Company or the Administrative Agent, as its assignee assigns may reasonably request in order to perfect, protect or more fully evidence the purchases, sales transfers and contributions hereunder, or to enable Buyer the Company or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Pool Receivables and the Related AssetsProperty. Without limiting the generality of the foregoing, the Originator will shall upon the request of Buyer the Company or its designeethe Agent: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assetsappropriate; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Pool Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeCompany, evidencing that the related Pool Receivables have been sold or contributed transferred in accordance with this Agreement. (b) The Originator hereby authorizes Buyer the Company or its designee the Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables originated by the Originator and the Related Assets Property now existing or hereafter arising in the name of Originator and (ii) to the extent permitted by the Receivables Purchase Transfer Agreement, to notify Obligors of the assignment of the Pool Receivables originated by the Originator and the Related AssetsProperty. (c) Without limiting the generality of Section 3.3(a), the Originator -------------- shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to Agent an opinion of counsel reasonably satisfactory to the Company and the Agent, if in form and substance reasonably satisfactory to the Final Payout Company and the Agent, confirming and updating the opinion delivered in connection with the Closing Date shall not have occurredrelating to the validity, perfection and priority of the Company's interests in the Pool Receivables.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Servicer, on behalf of the such Originator) shall xxxx its records evidencing Receivables and Contracts in a form reasonably acceptable to Buyerthe Administrative Agent, evidencing that the Receivables originated by the such Originator have been transferred in accordance with this Agreement, and none of the Originator Originators or Initial Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer or its designeethe Administrative Agent: (i) authorize 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 to perfect the interests of Buyer Buyer, Borrower and the Administrative Agent, as its assignee assignee, in the Receivables originated by the such Originator and the Related Assets; and (ii) if a Servicer Default or an Event of Termination Default has occurred and is continuing, xxxx its master data processing records that evidence or list conspicuously each Contract evidencing each Receivable originated by such Receivables and related Contracts Originator with a legend, reasonably acceptable to Buyer and the Administrative Agent, as its assignee, Agent evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer or its designee Administrative Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, naming such Originator as debtor relative to all or any of the Receivables originated by the such Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Loan and Security Agreement, to notify Obligors of the assignment of the Receivables originated by the such Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a3.03(a), the each Originator shall: authorize hereby authorizes Administrative Agent to file, and shall deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Initial Transfer Date, the Originator (or Servicer, on behalf of the Originator) shall xxxx its master data processing records evidencing Receivables and Contracts in with a form legend, acceptable to BuyerBuyer and Agent, evidencing that the Receivables originated by the Originator have been transferred sold or contributed, as applicable, in accordance with this Agreement, Agreement and none of the neither Originator or nor Servicer shall change or remove such xxxx notation without the consent of Buyer and Agent (acting with the Administrative Agentconsent, as its assigneeor at the direction of, each of the Purchaser Agents). In addition, the Originator 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 Buyer or the Administrative Agent, as its assignee may request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the Originator will upon the request of Buyer or its designeeassignee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assetsappropriate; and (ii) if upon and after the occurrence of an Event of Termination has occurred and is continuingDefault, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Originator hereby authorizes Buyer Buyer, its assignees or its their respective designee (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of Originator and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(asubsection (a), the Originator shall: shall authorize and deliver and file or cause to be filed appropriate continuation statements, statements not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Prior Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Servicer, on behalf of the Originator) shall xxxx its master data processing records evidencing (i) Receivables and (ii) Contracts in with a form legend, acceptable to BuyerUnited Receivables I, evidencing that the Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator agrees that from time to time, at its expense, it will shall promptly execute upon request by United Receivables I, to the extent permitted by applicable law, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and deliver re-register, any and all further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and documents, and take all further action that Buyer or the Administrative Agent, as its assignee United Receivables I may reasonably request from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Transaction Document, (ii) to subject to the liens created by any of the Transaction Documents any of the properties, rights or interests covered or purported to be covered by such liens, (iii) to perfect and maintain the validity, effectiveness and priority of such liens, (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to United Receivables I the rights granted or now or hereafter intended to be granted thereto under any Transaction Document and (v) to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer United Receivables I or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related Transferred Assets. Without limiting In addition to the generality of the foregoingabove, the Originator will upon the request of Buyer or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an at any time when a Termination Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts with a legendeach Originator shall, acceptable to Buyer and upon the Administrative request of the Agent, as its assignee, evidencing that comply fully with the related Receivables have been sold Federal Assignment of Claims Act and other similar Laws with respect to any assignment or contributed in accordance with this Agreementsubsequent reassignment of the Receivables. (b) The Each Originator hereby authorizes Buyer United Receivables I or its designee to (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Transferred Assets now existing or hereafter arising in the name of such Originator (without the signature of such Originator, where permitted by law) and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Transferred Assets. (c) Without limiting the generality of Section 3.3(a4.3(a), the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to each Agent an opinion of counsel for the Originators in form and substance and delivered by counsel reasonably satisfactory to United Receivables I, confirming and updating the opinion delivered in connection with the Closing Date relating to the validity, perfection and priority of United Receivables I’s interests in the Transferred Assets.

Actions Evidencing Purchases. (a) On or prior to and following the Closing Date, each Originator and the Originator (or Servicer, on behalf of the Originator) Servicer shall xxxx its accounting records evidencing Receivables and Contracts in a form acceptable to Related Buyer, the Collateral Agent and the Administrative Agents, evidencing that the Receivables originated by the Originator have been transferred to the Related Buyer in accordance with this Agreement, and none of the Originator Originators or Servicer shall change or remove such xxxx without the consent of Buyer the Buyers, the Collateral Agent and the each Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer or the Administrative Buyers, the Collateral Agent, as its assignee any Administrative Agent or any of their respective designees may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Buyers, the Collateral Agent and the Administrative Agent, as its assignee Agents to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer the Buyers, the Collateral Agent or its designeeany Administrative Agent: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assetsappropriate; and (ii) if at any time during the continuance of an Event of Termination has occurred and is continuingTermination, Collection Control Event or Non-Reinvestment Event, xxxx its master data processing records that evidence or list such Receivables and related Contracts with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Pool Receivables have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer Buyers, the Collateral Agent and each Administrative Agent or its designee their respective designees (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a)clause (a) above, the each Originator shall: shall authorize and deliver and file or cause to be filed appropriate continuation statements, statements not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator Seller (or Servicer, on behalf of the OriginatorSeller) shall xxxx mxxx its records evidencing Receivables and Contracts in a form reasonably acceptable to Buyerthe Administrative Agent, evidencing that the Receivables originated acquired by the Originator Seller have been transferred in accordance with this Agreement, and none of the Originator Originators or Initial Servicer shall change or remove such xxxx mxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator 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 Buyer Buyer, the Seller or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales purchases and contributions Conveyances hereunder, or to enable Buyer Buyer, the Seller or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the Originator Seller will upon the request of Buyer or its designeethe Administrative Agent: (i) authorize 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 to perfect the interests of Buyer Buyer, Seller and the Administrative Agent, as its assignee assignee, in the Receivables originated acquired by the Originator Seller and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts mxxx conspicuously each Contract evidencing each Receivable acquired by Seller with a legend, reasonably acceptable to Buyer and the Administrative Agent, as its assignee, Agent evidencing that the related Receivables have been sold or contributed Conveyed in accordance with this Agreement. (ba) The Originator Seller hereby authorizes Buyer or its designee Administrative Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, naming Seller as debtor relative to all or any of the Receivables originated acquired by the Originator Seller and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated acquired by the Originator Seller and the Related Assets. (cb) Without limiting the generality of Section 3.3(a3.03(a), the Originator shall: authorize Seller hereby authorizes Administrative Agent to file, and shall deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Original Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Funding Date, the each Originator (or Servicer, on behalf of the such Originator) shall xxxx its records evidencing Receivables and Contracts in a form reasonably acceptable to Buyerthe Administrative Agent, evidencing that the Receivables originated by the such Originator have been transferred in accordance with this Agreement, and none of the Originator Originators or Initial Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer Buyer, the Borrower or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales purchases and contributions Conveyances hereunder, or to enable Buyer Buyer, the Borrower or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer or its designeethe Administrative Agent: (i) authorize 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 to perfect the interests of Buyer Buyer, Borrower and the Administrative Agent, as its assignee assignee, in the Receivables originated by the such Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list conspicuously each Contract evidencing each Receivable originated by such Receivables and related Contracts Originator with a legend, reasonably acceptable to Buyer and the Administrative Agent, as its assignee, Agent evidencing that the related Receivables have been sold or contributed Conveyed in accordance with this Agreement. (ba) The Each Originator hereby authorizes Buyer or its designee Administrative Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, naming such Originator as debtor relative to all or any of the Receivables originated by the such Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Loan and Security Agreement, to notify Obligors of the assignment of the Receivables originated by the such Originator and the Related Assets. (cb) Without limiting the generality of Section 3.3(a3.03(a), the each Originator shall: authorize hereby authorizes Administrative Agent to file, and shall deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Funding Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator (or Servicer, on behalf As of the Originator) date hereof, each Originator shall xxxx its master data processing records evidencing Receivables and Contracts in with a form legend, reasonably acceptable to Buyerthe SPV, evidencing that the Conveyed Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action action, that Buyer the SPV or the Administrative Agent, as its assignee may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer the SPV or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Conveyed Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will shall, upon the request of Buyer the SPV or its designee: ; (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Retained Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeSPV, evidencing that the related Retained Receivables have not been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer the SPV or its designee to (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Receivables Purchase Second Tier Agreement, to notify Obligors of the assignment of the Conveyed Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a4.3(a), the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six (6) months and not later than one month three (3) months prior to the fifth (5th) anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) if required by the Agent, deliver or cause to be delivered to the Agent an opinion of counsel for such Originator in form and substance and delivered by counsel reasonably satisfactory to the SPV, confirming and updating the opinion delivered in connection with the Closing Date relating to the validity, perfection and priority of the SPV’s interests in the Conveyed Receivables.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Servicer, on behalf of the such Originator) shall xxxx mxxx its records evidencing Receivables and Contracts in a form reasonably acceptable to Buyerthe Administrative Agent, evidencing that the Receivables originated by the such Originator have been transferred in accordance with this Agreement, and none of the Originator Originators or Initial Servicer shall change or remove such xxxx mxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer Buyer, the Seller or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales purchases and contributions Conveyances hereunder, or to enable Buyer Buyer, the Seller or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer or its designeethe Administrative Agent: (i) authorize 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 to perfect the interests of Buyer Buyer, Seller and the Administrative Agent, as its assignee assignee, in the Receivables originated by the such Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list mxxx conspicuously each Contract evidencing each Receivable originated by such Receivables and related Contracts Originator with a legend, reasonably acceptable to Buyer and the Administrative Agent, as its assignee, Agent evidencing that the related Receivables have been sold or contributed Conveyed in accordance with this Agreement. (ba) The Each Originator hereby authorizes Buyer or its designee Administrative Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, naming such Originator as debtor relative to all or any of the Receivables originated by the such Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the such Originator and the Related Assets. (cb) Without limiting the generality of Section 3.3(a3.03(a), the each Originator shall: authorize hereby authorizes Administrative Agent to file, and shall deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Original Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Initial Purchase Date, the each Originator (or Servicer, on behalf of the Originator) shall xxxx its master data processing records evidencing Receivables and Contracts in with a form legend, reasonably acceptable to Buyerthe SPV, evidencing that the Conveyed Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action action, that Buyer the SPV or the Administrative Agent, as its assignee may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer the SPV or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Conveyed Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will shall, upon the request of Buyer the SPV or its designee: ; (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Retained Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeSPV, evidencing that the related Retained Receivables have not been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer the SPV or its designee to (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Receivables Purchase Second Tier Agreement, to notify Obligors of the assignment of the Conveyed Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a4.3(a), the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six (6) months and not later than one month three (3) months prior to the fifth (5th) anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to the Agent an opinion of counsel for such Originator in form and substance and delivered by counsel reasonably satisfactory to the SPV, confirming and updating the opinion delivered in connection with the Initial Purchase Date relating to the validity, perfection and priority of the SPV’s interests in the Conveyed Receivables.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Master Servicer, on behalf of the OriginatorOriginators) shall xxxx its records evidencing Receivables and Contracts in a form acceptable to Buyer, evidencing that the Receivables originated by the Originator have been transferred in accordance with this Agreement, Agreement and none of the Originator Originators or Master Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer or the Administrative Agent, as its assignee may request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assetsappropriate; and (ii) if upon and after the occurrence of an Event of Termination has occurred and is continuingor an Unmatured Event of Termination, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeBuyer, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (ba) The Each Originator hereby authorizes Buyer or its designee (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Assets. (cb) Without limiting the generality of Section 3.3(a)subsection (a) above, the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Servicer, on behalf of the such Originator) shall xxxx its records evidencing Receivables and Contracts in a form reasonably acceptable to Buyer, evidencing that the Receivables originated by the such Originator have been transferred in accordance with this Agreement, and none of the Originator Originators or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee assignee, in the Receivables originated by the such Originator and the Related Assets; and (ii) if an Event of Termination Default has occurred and is continuing, xxxx its master data processing records that evidence or list conspicuously each Contract evidencing each Receivable originated by such Receivables and related Contracts Originator with a legend, reasonably acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer or its designee (i) to file in the name of the such Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the such Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Loan and Security Agreement, to notify Obligors of the assignment of the Receivables originated by the such Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a), the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Servicer, on behalf of the OriginatorOriginators) shall xxxx its records evidencing Receivables and Contracts in take all steps reasonably necessary to ensure that there shall be placed on each data processing report that it generates that is provided to a form acceptable proposed purchaser or lender to Buyerevaluate the Receivables, a legend evidencing that the Pool Receivables originated by the Originator have been transferred to the Buyer in accordance with this Agreement, Agreement and none of the Originator Originators or Servicer shall change or remove such xxxx legend without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer or the Administrative Agent, as its assignee may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsRights; provided, however, that unless requested by the Administrative Agent, and subject to the receipt of any consent required by the CPUC, following the occurrence of an Event of Default or a Termination Event, no filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Government Receivables shall be required to be made. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related AssetsRights; and (ii) if upon and after the occurrence of an Event of Default, an Unmatured Event of Default, a Termination has occurred and is continuingEvent or an Unmatured Termination Event, xxxx its master data processing conspicuously each Contract (or such Originator’s records that evidence or list with respect to such Receivables and related Contracts Contract) evidencing each Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer or its designee (i) to file in the name of the such Originator one or more financing or continuation statements, and amendments thereto thereto, continuations thereof and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets Rights now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Financing Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related AssetsRights. (c) Without limiting the generality of Section 3.3(asubsection (a), the each Originator shall: shall authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or the Servicer, on behalf of the such Originator) shall xxxx its records evidencing Receivables and Contracts in take all steps reasonably necessary to ensure that there shall be placed on each data processing report that it generates that is provided to a form acceptable proposed investor or lender to Buyerevaluate the Receivables, a legend evidencing that the Pool Receivables originated by the Originator have been transferred to the Seller in accordance with this Agreement, Agreement and none of the Sale and Contribution Agreement and neither such Originator or nor the Servicer shall change or remove such xxxx legend without the consent of Buyer the Transferee, the Seller, as the Transferee’s assignee and the Administrative Agent, as its assigneethe Seller’s assignee (such consent not to be unreasonably withheld). In addition, the each Originator 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 Buyer the Transferee, the Seller, as the Transferee’s assignee, or the Administrative Agent, as its assignee the Seller’s assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, purchases and sales and contributions hereunder, or to enable Buyer the Transferee, the Seller, as the Transferee’s assignee or the Administrative Agent, as its assignee the Seller’s assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsRights sold by such Originator. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer the Transferee or its designee: (i) authorize 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 to perfect the interests of Buyer the Transferee, the Seller, as the Transferee’s assignee and the Administrative Agent, as its assignee the Seller’s assignee, in the Receivables originated by the Originator and the Related AssetsRights sold by such Originator; and (ii) if upon and after the occurrence of an Event of Termination has occurred and is continuingDefault, xxxx its master data processing conspicuously each Contract (or such Originator’s records that evidence or list with respect to such Receivables and related Contracts Contract) relating to each Receivable with a legend, reasonably acceptable to Buyer the Transferee, the Seller, as the Transferee’s assignee and the Administrative Agent, as its the Seller’s assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer the Transferee or its designee (i) to file in the name of the such Originator one or more financing or continuation statements, and amendments thereto thereto, continuations thereof and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets Rights sold by it now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the such Receivables originated by the Originator and the Related AssetsRights. (c) Without limiting the generality of Section 3.3(asubsection (a), the each Originator shall: shall authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Initial Funding Date, each Originator shall cause the Originator Parent to clearly and conspicuously mxxx its books and records, and all information delivered to any third party (including without limitation any data tapes or Servicerelectronic files), on behalf of the Originator) shall xxxx its records evidencing Receivables and Contracts in with a form legend, acceptable to Buyer, evidencing that the Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 action, that Buyer or the Administrative Agent, as its assignee may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsReceivables. Without limiting the generality of the foregoing, each Originator hereby authorizes Buyer and its designee to file, and (to the Originator extent necessary under applicable laws) will upon the request of Buyer or its designee: (i) authorize designee execute and file file, such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer or its designee assignee to (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator Receivables, together with related Collections and the Related Assets other proceeds, now existing or hereafter arising in the name of Originator and (ii) to the extent permitted required by the Receivables Purchase Second Tier Agreement, to notify Obligors of the assignment of the Receivables originated Receivables. Each Originator hereby irrevocably appoints Buyer or its assignee as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place of each Originator, to take any and all steps deemed desirable by Buyer or its assignee, in the name and on behalf of each Originator to effect clauses (i) and the Related Assets. (cii) Without limiting the generality of above. The Buyer’s power under this Section 3.3(a), the Originator shall: authorize and deliver and file 3.3(b) shall not subject Buyer or cause its assignee to any liability if any action taken by it proves to be filed appropriate continuation statementsinadequate or invalid, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date nor shall such powers confer any obligation whatsoever upon Buyer or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurredits assignee.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator (or Servicer, on behalf of the Originator) Seller shall xxxx its master data processing records evidencing Receivables and Contracts in with a form legend, acceptable to Buyerthe Purchaser, evidencing that the Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator The Seller agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action as may be necessary or that Buyer the Purchaser or the Administrative Agent, as its assignee assignees may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer the Purchaser or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsAffected Assets whether arising under this Agreement or any other Transaction Document or existing at law. Without limiting the generality of the foregoing, the Originator will Seller shall upon the request of Buyer the Purchaser or its designee: (i) authorize designee execute such further agreements, instruments and file such financing or continuation statements, or amendments thereto or assignments thereofpowers of attorney, and to make such filings, deliver such notices and take such other instruments or noticesactions, as may be necessary or appropriate to perfect give full effect to the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreementtransactions contemplated hereby. (b) The Originator hereby authorizes Buyer or its designee Without derogating from any power of attorney granted hereunder, the Seller hereby: (i) authorizes the Purchaser and the Purchaser’s assigns to, at any time following the designation of a Servicer other than MAI or an Affiliate of MAI pursuant to file in the name Section 2.1 of the Originator one Servicing Agreement or more financing or continuation statementswhen a Servicer Default exists, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Affected Assets hereunder and the Purchaser’s ownership of, and the security interest of the Agent and the Secured Parties in, the Affected Assets and/or direct the Obligors that payment of all amounts payable under any Receivable be made directly to the Purchaser or its assigns; (ii) agrees that upon the request of the Purchaser or any assignee of the Purchaser it shall, at its own expense, at any time following the designation of a Servicer other than MAI or an Affiliate of MAI pursuant to Section 2.1 of the Servicing Agreement or when a Servicer Default exists, give notice of the assignment of the Affected Assets to the Purchaser hereunder, the Purchaser’s ownership of the Receivables originated and the other Affected Assets, and the security interest of the Agent and the other Secured Parties therein to each Obligor and/or direct that payments be made directly to the Agent or its designee and/or execute any power of attorney or other similar instrument and/or take any other action necessary or desirable to give effect to such notice and directions, including any action required to be taken so that the obligations or other indebtedness of such Obligor in respect of any Receivables or other Affected Asset may no longer be legally satisfied by payment to the Seller or any of its Affiliates; and (iii) agrees that upon the request of the Purchaser or any assignee of the Purchaser, at any time following the designation of a Servicer other than MAI or an Affiliate of MAI pursuant to Section 2.1 of the Servicing Agreement or when a Servicer Default exists, it shall at its own expense and, with respect to clause (b)(iii)(A), shall cause each of its Subsidiaries to (A) assemble all of the Records and shall make the same available to the Purchaser or its assigns at the address set forth in Schedule 5.2(e) or at any other place agreed to by the Originator Purchaser, the Seller and the Related Assets. Agent, and (cB) Without limiting the generality segregate all cash, checks and other instruments received by it from time to time constituting Collections of Section 3.3(a), the Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior Receivables in a manner acceptable to the fifth anniversary Purchaser or such assignee and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Purchaser or such assignee. The Purchaser hereby agrees that it will use reasonable efforts to deliver, and to procure that its assigns deliver, prior written notice to the Seller and MAI of the date of filing exercise of the financing statements filed powers conferred pursuant to Sections 4.3(b)(i) and 4.3(b)(ii); provided that the Seller hereby acknowledges and agrees that no failure on the part of the Purchaser or such other Person to deliver any such notice shall in connection with any way affect the Closing Date right of the Purchaser or any such other financing statement filed Person to exercise such rights conferred pursuant to this AgreementSections 4.3(b)(i) and/or 4.3(b)(ii) or give rise to any liability on the part of the Purchaser or such other Person, if except for the Final Payout Date shall not have occurredPurchaser’s or any such Person’s gross negligence or wilful misconduct in giving such notice.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the ---------------------------- Originator (or Servicer, on behalf of the Originator) shall xxxx its master data processing records evidencing Receivables and Contracts in with a form legend, acceptable to Buyerthe Company, evidencing that the Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action action, that Buyer the Company or the Administrative Agent, as its assignee assigns may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer the Company or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsProperty. Without limiting the generality of the foregoing, the Originator will shall upon the request of Buyer the Company or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assetsappropriate; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeCompany, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Originator hereby authorizes Buyer the Company or its designee (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets Property now existing or hereafter arising in the name of Originator and (ii) to the extent permitted by the Receivables Purchase Securitization Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related AssetsProperty. (c) Without limiting the generality of Section 3.3(a3.4(a), the Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to Agent an opinion of counsel reasonably satisfactory to the Company, if in form and substance reasonably satisfactory to the Final Payout Company, confirming and updating the opinion delivered in connection with the Closing Date shall not have occurredrelating to the validity, perfection and priority of the Company's interests in the Receivables.

Actions Evidencing Purchases. (a) On or prior to the Closing Funding Date, the Originator Seller (or Servicer, on behalf of the OriginatorSeller) shall xxxx its records evidencing Receivables and Contracts in a form reasonably acceptable to Buyerthe Administrative Agent, evidencing that the Receivables originated acquired by the Originator Seller have been transferred in accordance with this Agreement, and none of the Originator Originators or Initial Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator 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 Buyer Buyer, the Borrower or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales purchases and contributions Conveyances hereunder, or to enable Buyer Buyer, the Borrower or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the Originator Seller will upon the request of Buyer or its designeethe Administrative Agent: (i) authorize 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 to perfect the interests of Buyer Buyer, Borrower and the Administrative Agent, as its assignee assignee, in the Receivables originated acquired by the Originator Seller and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Receivable acquired by Seller with a legend, reasonably acceptable to Buyer and the Administrative Agent, as its assignee, Agent evidencing that the related Receivables have been sold or contributed Conveyed in accordance with this Agreement. (ba) The Originator Seller hereby authorizes Buyer or its designee Administrative Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, naming Seller as debtor relative to all or any of the Receivables originated acquired by the Originator Seller and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Loan and Security Agreement, to notify Obligors of the assignment of the Receivables originated acquired by the Originator Seller and the Related Assets. (cb) Without limiting the generality of Section 3.3(a3.03(a), the Originator shall: authorize Seller hereby authorizes Administrative Agent to file, and shall deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Funding Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Restatement Date, the Originator (or Servicer, on behalf of the Originator) shall xxxx its records evidencing Receivables and Contracts in a form acceptable to Buyer, evidencing that the Receivables originated by the Originator have been transferred in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator 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 Buyer or the Administrative Agent, as its assignee may request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the Originator will upon the request of Buyer or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Originator hereby authorizes Buyer or its designee (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a), the Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Master Servicer, on behalf of the OriginatorOriginators) shall xxxx its records evidencing Receivables and Contracts in a form acceptable to Buyer, evidencing that the Receivables originated by the Originator have been transferred in accordance with this Agreement, Agreement and none of the Originator Originators or Master Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator 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 Buyer or the Administrative Agent, as its assignee may request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assetsappropriate; and (ii) if upon and after the occurrence of an Event of Termination has occurred and is continuingor an Unmatured Event of Termination, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeBuyer, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer or its designee (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a)subsection (a) above, the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator Transferor (or the Servicer, on behalf of the OriginatorTransferor) shall xxxx its records evidencing Receivables and Contracts in take all steps reasonably necessary to ensure that there shall be placed on each data processing report that it generates that is provided to a form acceptable proposed investor or lender to Buyerevaluate the Receivables, a legend evidencing that the Pool Receivables originated by the Originator have been transferred to the Transferee in accordance with this Agreement, Agreement and none of neither the Originator or Transferor nor the Servicer shall change or remove such xxxx legend without the consent of Buyer the Transferee and the Administrative Agent, as its assigneeassignee (such consent not to be unreasonably withheld). In addition, the Originator Transferor 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 Buyer the Transferee or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer the Transferee or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsRights. Without limiting the generality of the foregoing, the Originator Transferor will upon the request of Buyer the Transferee or its designee: (i) authorize 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 to perfect the interests of Buyer the Transferee and the Administrative Agent, as its assignee assignee, in the Receivables originated by the Originator and the Related AssetsRights; and (ii) if upon and after the occurrence of an Event of Termination has occurred and is continuingDefault, xxxx its master data processing conspicuously each Contract (or the Transferor’s records that evidence or list with respect to such Receivables and related Contracts Contract) relating to each Receivable with a legend, reasonably acceptable to Buyer the Transferee and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Originator Transferor hereby authorizes Buyer the Transferee or its designee (i) to file in the name of the Originator Transferor one or more financing or continuation statements, and amendments thereto thereto, continuations thereof and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets Rights now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related AssetsRights. (c) Without limiting the generality of Section 3.3(asubsection (a), the Originator shall: Transferor shall authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing ---------------------------- Date, the Originator (or Servicer, on behalf of the Originator) shall xxxx its master data processing records evidencing Pool Receivables and Contracts in with a form legend, acceptable to Buyerthe Company, evidencing that the Pool Receivables originated by the Originator have been transferred and contributed in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action action, that Buyer the Company or the Administrative Agent, as its assignee assigns may reasonably request in order to perfect, protect or more fully evidence the purchases, sales transfers and contributions hereunder, or to enable Buyer the Company or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Pool Receivables and the Related AssetsProperty. Without limiting the generality of the foregoing, the Originator will shall upon the request of Buyer the Company or its designeethe Agent: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assetsappropriate; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Pool Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeCompany, evidencing that the related Pool Receivables have been sold or contributed transferred in accordance with this Agreement. (b) The Originator hereby authorizes Buyer the Company or its designee the Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables originated by the Originator and the Related Assets Property now existing or hereafter arising in the name of Originator and (ii) to the extent permitted by the Receivables Purchase Transfer Agreement, to notify Obligors of the assignment of the Pool Receivables originated by the Originator and the Related AssetsProperty. (c) Without limiting the generality of Section 3.3(a), the Originator ------------- shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to Agent an opinion of counsel reasonably satisfactory to the Company and the Agent, if in form and substance reasonably satisfactory to the Final Payout Company and the Agent, confirming and updating the opinion delivered in connection with the Closing Date shall not have occurredrelating to the validity, perfection and priority of the Company's interests in the Pool Receivables.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator Seller (or Servicer, on behalf of the OriginatorSeller) shall xxxx mxxx its records evidencing Receivables and Contracts in a form reasonably acceptable to Buyerthe Administrative Agent, evidencing that the Receivables originated acquired by the Originator Seller have been transferred in accordance with this Agreement, and none of the Originator Seller or Initial Servicer shall change or remove such xxxx mxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator 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 Buyer or the Administrative Agent, as its assignee assignee, may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the Originator Seller will upon the request of Buyer or its designeethe Administrative Agent: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee assignee, in the Receivables originated acquired by the Originator Seller and the Related Assets; and (ii) if a Servicer Default or an Event of Termination Default has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts mxxx conspicuously each Contract evidencing each Receivable acquired by the Seller with a legend, reasonably acceptable to Buyer and the Administrative Agent, as its assignee, Agent evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Originator Seller hereby authorizes Buyer or its designee Administrative Agent (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, naming the Seller as debtor relative to all or any of the Receivables originated acquired by the Originator Seller and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Loan and Security Agreement, to notify Obligors of the assignment of the Receivables originated acquired by the Originator Seller and the Related Assets. (c) Without limiting the generality of Section 3.3(a3.03(a), the Originator shall: authorize Seller hereby authorizes Administrative Agent to file, and shall deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Initial Purchase Date, the each Originator (or Servicer, on behalf of the Originator) shall xxxx mxxx its master data processing records evidencing Receivables and Contracts in with a form legend, acceptable to Buyerthe SPV, evidencing that the Conveyed Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action action, that Buyer the SPV or the Administrative Agent, as its assignee may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer the SPV or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Conveyed Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will shall, upon the request of Buyer the SPV or its designee: , (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an during the continuation of a Termination Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts mxxx conspicuously each Contract evidencing each Retained Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeSPV, evidencing that the related Retained Receivables have not been sold or contributed in accordance with this AgreementAgreement (it being understood that such Contracts shall only be required to be marked after being created and not at the time of execution with the applicable Obligor). (b) The Each Originator hereby authorizes Buyer the SPV or its designee to (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Receivables Purchase Second Tier Agreement, to notify Obligors of the assignment of the Conveyed Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a4.3(a), the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six (6) months and not later than one month three (3) months prior to the fifth (5th) anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to the Agent an opinion of counsel for such Originator in form and substance and delivered by counsel reasonably satisfactory to the SPV, confirming and updating the opinion delivered in connection with the Initial Purchase Date relating to the validity, perfection and priority of the SPV’s interests in the Conveyed Receivables.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the each Originator (or Servicer, on behalf of the OriginatorOriginators) shall xxxx its will maintain and implement administrative and operating procedures (including (i) an ability to recreate records evidencing Receivables Receivables, the Related Rights and related Contracts in a form acceptable the event of the destruction of the originals thereof and (ii) procedures to Buyer, evidencing that the Receivables originated by the Originator have been transferred in accordance identify and track sales with this Agreementrespect to, and none collections on, Excluded Receivables), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer all Receivables, Related Rights and the Administrative Agentidentification and reporting of all Excluded Receivables (including records adequate to permit the reasonably prompt identification of each Receivable, as its assigneeRelated Rights and Excluded Receivable and all Collections of and adjustments to each existing Receivable, Related Rights and Excluded Receivable). In addition, the each Originator 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 Buyer or the Administrative Agent, as its assignee may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee to exercise or enforce any of their respective rights with respect to the Receivables and the Related AssetsRights. Without limiting the generality of the foregoing, the each Originator will upon the request of Buyer or its designee: (i) designee authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this AgreementRights. (b) The Each Originator hereby authorizes Buyer or its designee (i) to file in the name of the such Originator one or more financing or continuation statements, and amendments thereto thereto, continuations thereof and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets Rights now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Financing Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related AssetsRights. (c) Without limiting the generality of Section 3.3(a)clause (a) above, the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator (or Servicer, on behalf of the Originator) United Receivables I shall xxxx mxxx its master data processing records evidencing (i) Receivables and (ii) Contracts in with a form legend, acceptable to Buyerthe Purchaser, evidencing that the Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the Originator United Receivables I agrees that from time to time, at its expense, it will shall promptly execute upon request by the Purchaser, to the extent permitted by applicable law, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and deliver re-register, any and all further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and documents, and take all further action that Buyer or the Administrative Agent, as its assignee Purchaser may reasonably request from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Transaction Document, (ii) to subject to the liens created by any of the Transaction Documents any of the properties, rights or interests covered or purported to be covered by such liens, (iii) to perfect and maintain the validity, effectiveness and priority of such liens, (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Purchaser the rights granted or now or hereafter intended to be granted thereto under any Transaction Document and (v) to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer the Purchaser or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related Transferred Assets. Without limiting In addition to the generality of the foregoingabove, the Originator will upon the request of Buyer or its designee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an at any time when a Termination Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such United Receivables and related Contracts with a legendI shall, acceptable to Buyer and upon the Administrative request of the Agent, as its assignee, evidencing that comply fully with the related Receivables have been sold Federal Assignment of Claims Act and other similar Laws with respect to any assignment or contributed in accordance with this Agreementsubsequent reassignment of the Receivables. (b) The Originator United Receivables I hereby authorizes Buyer the Purchaser or its designee to (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Transferred Assets now existing or hereafter arising in the name of United Receivables I (without the signature of United Receivables I, where permitted by law) and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Transferred Assets. (c) Without limiting the generality of Section 3.3(a4.3(a), the Originator United Receivables I shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to each Agent an opinion of counsel for United Receivables I in form and substance and delivered by counsel reasonably satisfactory to the Purchaser, confirming and updating the opinion delivered in connection with the Closing Date relating to the validity, perfection and priority of the Purchaser’s interests in the Transferred Assets.

Actions Evidencing Purchases. (a) On or prior to the Closing Date, the Originator (or Servicer, on behalf As of the Originator) date hereof, each Originator shall xxxx its master data processing records evidencing Receivables and Contracts in with a form legend, reasonably acceptable to Buyerthe SPV, evidencing that the Conveyed Receivables originated by the Originator have been transferred sold in accordance with this Agreement, and none of the Originator or Servicer shall change or remove such xxxx without the consent of Buyer and the Administrative Agent, as its assignee. In addition, the each Originator agrees that from time to time, at its expense, it will shall promptly execute and deliver all further instruments and documents, and take all further action action, that Buyer the SPV or the Administrative Agent, as its assignee may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and contributions purchases hereunder, or to enable Buyer the SPV or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Conveyed Receivables and the Related Assets. Without limiting the generality of the foregoing, the each Originator will shall, upon the request of Buyer the SPV or its designee: ; (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Retained Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assigneeSPV, evidencing that the related Retained Receivables have not been sold or contributed in accordance with this Agreement. (b) The Each Originator hereby authorizes Buyer the SPV or its designee to (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Receivables Purchase Second Tier Agreement, to notify Obligors of the assignment of the Conveyed Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(a4.3(a), the each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six (6) months and not later than one month three (3) months prior to the fifth (5th) anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to the Agent an opinion of counsel for such Originator in form and substance and delivered by counsel reasonably satisfactory to the SPV, confirming and updating the opinion delivered in connection with the Closing Date relating to the validity, perfection and priority of the SPV’s interests in the Conveyed Receivables.

Actions Evidencing Purchases. (a) On or prior to the Closing Initial Transfer Date, the Originator (or Servicer, on behalf of the Originator) shall xxxx its master data processing records evidencing Receivables and Contracts in with a form legend, acceptable to BuyerBuyer and Agent, evidencing that the Receivables originated by the Originator have been transferred sold or contributed, as applicable, in accordance with this Agreement, Agreement and none of the neither Originator or nor Servicer shall change or remove such xxxx notation without the consent of Buyer and Agent (acting with the Administrative Agentconsent, as its assigneeor at the direction of, each of the Purchaser Agents). In addition, the Originator 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 Buyer or the Administrative Agent, as its assignee may request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, the Originator will upon the request of Buyer or its designeeassignee: (i) authorize 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 to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by the Originator and the Related Assetsappropriate; and (ii) if upon and after the occurrence of an Event of Termination has occurred and is continuingDefault, xxxx its master data processing records that evidence or list such Receivables and related Contracts conspicuously each Contract evidencing each Receivable with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement. (b) The Originator hereby authorizes Buyer Buyer, its assignees or its their respective designee (i) to file in the name of the Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by the Originator and the Related Assets now existing or hereafter arising in the name of Originator and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by the Originator and the Related Assets. (c) Without limiting the generality of Section 3.3(asubsection (a), the Originator shall: shall authorize and deliver and file or cause to be filed appropriate continuation statements, statements not earlier than six months and not later than one month three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.