Common use of Further Action Evidencing Purchases Clause in Contracts

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender Administrator (as the Company’s assignee) may reasonably request in order to perfect, protect or more fully evidence the Sold Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company or the Administrator (as the Company’s assignee) to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, Company or the Administrative Agent or any LenderAdministrator (as the Company’s assignee), such Originator will execute (if applicable), 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 appropriateappropriate to perfect, protect or evidence any of the foregoing. Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentServicer and the Administrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables and Related Rights purchased Purchase of the ARSC Purchased Assets by or contributed to the Buyer ARSC hereunder, or to enable the Buyer ARSC or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Seller is a party; provided, however, that the Seller will not file or record any Home Deeds except to the extent such recordation is required by local law, regulation or custom. Without limiting the generality of the foregoing, the Seller shall: (a) upon the request of the BuyerARSC’s request, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as ARSC or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the ARSC Purchased Assets and, if requested by ARSC or its assignees, legend (or cause the Servicer to legend) the CFC Home Purchase Contracts to reflect the sale of the ARSC Purchased Assets to ARSC pursuant to this Agreement. Each Originator The Seller hereby authorizes the Buyer or ARSC and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and ARSC Purchased Assets, in each case whether now existing or hereafter purchased or generated by such Originatorthe Seller. If any Originator (i) the Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy such failure within the applicable cure period, if any, and (ii) ARSC or its assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect the interests of ARSC or its assignees under this Agreement, the Buyer then ARSC or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer ARSC or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Seller as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative AgentAdministrator, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative AgentAdministrator. 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 the Buyer, the Servicer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent Administrator or any LenderPurchaser Agent, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Investor hereunder, or to enable the Buyer Owner or the Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documentthe Certificate. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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; (ii) mark xxxspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Eligible Assets have been sold in accordance with this Agreement; and (iii) mark xxx master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each The Originator agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables and Related Rights purchased Purchase of the Cartus Purchased Assets by or contributed to the Buyer hereunder, or to enable the Buyer or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Originator is a party; provided, however, that the Originator will not file or record any Home Deeds except (i) in its capacity as the Servicer pursuant to the Transfer and Servicing Agreement and in accordance with the terms thereof and (ii) at any time, to the extent such recordation is required by local law, regulation or custom. No Home Deeds or Home Purchase Contracts may be recorded in the name of the Originator other than Home Deeds relating to Cartus Homes and Cartus Home Purchase Contracts. Without limiting the generality of the foregoing, the Originator shall: (a) upon the request of the Buyer’s request, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as the Buyer or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the Cartus Purchased Assets and, if requested by the Buyer or its assignees, legend the related Pool Relocation Management Agreements and Cartus Home Purchase Contracts to reflect the sale of the Cartus Purchased Assets to the Buyer pursuant to this Agreement. Each The Originator hereby authorizes the Buyer or and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Cartus Purchased Assets, in each case whether now existing or hereafter generated by such the Originator. If any (i) the Originator fails to perform any of its agreements or obligations under this AgreementAgreement and does not remedy such failure within the applicable cure period, if any, and (ii) the Buyer or its designee assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or assignee (includingappropriate to protect the interests of the Buyer or its assignees under this Agreement, without limitation, then the Administrative Agent) Buyer or its assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Originator as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, legend evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent, as assignee of the Buyer. 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 the Buyer, the Servicer, the Administrative Agent (as assignee of the Buyer) or any Lender Purchaser (as assignee of the Buyer) may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent (as assignee of the Buyer) or any LenderPurchaser (as assignee of the Buyer), such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originatorhereunder. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each 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 the Buyer, Buyer or the Servicer, the Administrative Agent or any Lender Servicer may reasonably request in order to perfect, protect or more fully evidence the Receivables (and the Related Rights Rights) purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will (a) execute (if applicable), 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 appropriateappropriate and (b) xxxx the summary master control data processing records with a legend indicating that the Purchased Assets have been sold to the Buyer and subsequently sold by the Buyer under the Purchase and Sale Agreement. Each The Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables (and the Related Rights sold or otherwise conveyed or purported to be conveyed Rights) now owned by it hereunder and now existing or hereafter generated acquired by such the Originator. If any the Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith shall be payable by such Originatorthe Originator as provided in Section 8.1. In furtherance of the foregoing, upon written request of Buyer, the Originator agrees to furnish the Buyer with originals or copies of any invoices or evidence of shipment of goods underlying the Purchased Assets.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) The Seller agrees that at any time and from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may be reasonably request in order necessary to perfect, protect or more fully evidence the Receivables Purchaser's and Related Rights purchased by or contributed to its assignees' respective interests in the Buyer hereunderTransferred Assets, or to enable the Buyer Purchaser and/or such assignees (or any agent or designee of any of the foregoing) to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator Seller will (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or and notices, as may be necessary or appropriate. Each Originator hereby authorizes appropriate or as the Buyer Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statementsassignees may reasonably request, and amendments thereto and assignments thereof, relative to all or any of the (ii) xxxx its master data processing records evidencing such Receivables and Related Rights related Settlement Purchase Agreements with a legend indicating that such assets have been sold or otherwise conveyed transferred to the Purchaser, and (iii) indicate on its financial statements that its Receivables have been sold or purported transferred to be conveyed by it hereunder and now existing or hereafter generated by such Originator. the Purchaser pursuant to this Agreement. (b) If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitationfollowing expiration of any applicable cure period, the Administrative AgentPurchaser (or any assignee thereof) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer Purchaser (or its designee or assignee (including, without limitation, the Administrative Agentany such assignee) incurred in connection therewith shall be payable by the Seller upon the Purchaser's (or any such Originatorassignee's) written demand therefor (which demand shall itemize such expenses in reasonable detail).

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer (a) The Seller and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator each 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 may be necessary, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights Receivable Interests purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights hereunder or under any other Transaction Documentand remedies hereunder. Without limiting the generality of the foregoing, the Seller and the Servicer each will upon the request of the BuyerAgent, the Administrative Agent in order to perfect, protect or any Lender, evidence such Originator will Receivable Interests: (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary necessary, or appropriate. Each Originator as the Agent may reasonably request; (ii) mxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Receivable Interests have been sold in accordance with this Agreement; and (iii) mxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Contracts, or Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder Security and Collections with respect thereto, now existing or hereafter generated arising, without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. (c) If any Originator the Servicer or the Seller fails to perform any of its agreements agreement contained herein, then after notice to the Servicer or obligations under this Agreementthe Seller, as applicable, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the reasonable costs and expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller under Section 10.01 or Section 11.04, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date(a) The Seller agrees that, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 may be necessary or appropriate, in the reasonable opinion of the Purchaser, or that the Buyer, Purchaser or the Servicer, the Administrative Operating Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the transfer of ownership of Transferred Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction DocumentPurchase Assignment. Without limiting the generality of the foregoing, the Seller will, upon the reasonable request of the BuyerPurchaser, the Administrative Agent or any Lender, such Originator will (i) execute (if applicable), 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. Each Originator , or as the Purchaser may request, (ii) xxxx, or cause the Servicer to xxxx, conspicuously each invoice evidencing each Transferred Receivable with a legend, acceptable to the Purchaser, evidencing that the Purchaser has purchased all right and title thereto and interest therein as provided in the Transfer Agreement, (iii) send notification to Obligors as to the transfer of Transferred Receivables, and (iv) xxxx, or cause the Servicer to xxxx, its master data processing records evidencing such Transferred Receivables with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Purchaser to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Transferred Receivables and Related Rights sold Collections with respect thereto without the signature of the Seller where permitted by law. A carbon, photographic or otherwise conveyed other reproduction of this Agreement or purported any notice or financing statement covering the Transferred Receivables or any part thereof shall be sufficient as a notice or financing statement where permitted by law. The Purchaser will promptly send to be conveyed by the Seller after receipt of any acknowledgment copies from the appropriate governmental agency any financing or continuation statements thereto which it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any files without the signature of its agreements or obligations under the Seller except, in the case of filings of copies of this AgreementAgreement as financing statements, the Buyer Purchaser will promptly send the Seller after receipt from the appropriate governmental agency the filing or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatorrecordation information with respect thereto.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender Administrator may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, Company or the Administrative Agent or any LenderAdministrator, such Originator will will: (a) execute (if applicable), 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; and (b) on the Closing Date and from time to time thereafter, xxxx the summary master data processing reports that evidence or list such Receivables and related Contracts with the legend set forth in Section 4.1(j). Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold sold, or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderPurchaser, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator Seller agrees that from time to time, at its expense, it will promptly promptly, upon reasonable request by Buyer, Servicer or Trustee, execute and deliver all further instruments and documents, and take all further action, in order to perfect, protect or more fully evidence the Purchase by Buyer or contribution to Buyer of the Receivables and the Related Assets under this Agreement (as applicable), or to enable Buyer to exercise or enforce any of its rights under any Transaction Document. Each Seller further agrees that from time to time, at its expense, it will promptly, upon request, take all action that the Buyer, the Servicer, Servicer or the Administrative Agent or any Lender Trustee may reasonably request in order to perfect, protect or more fully evidence the Purchase or contribution of the Receivables and the Related Rights purchased by or contributed to the Buyer hereunder, Assets or to enable Buyer or the Buyer Trustee (as the assignee of Buyer) to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of Buyer or the BuyerTrustee, the Administrative Agent or any Lender, such Originator will each Seller will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, Public Notices and such other instruments or notices, as Buyer or the Trustee may reasonably determine to be necessary or appropriate. , and (b) xxxx the master data processing records evidencing the Receivables with the following legend: "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO INTER-CITY PRODUCTS RECEIVABLES COMPANY, L.P. ("BUYER") PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JULY 25, 1996, AMONG INTER-CITY PRODUCTS CORPORATION (USA), CERTAIN OF ITS SUBSIDIARIES AND BUYER; AND SUCH RECEIVABLES HAVE BEEN TRANSFERRED TO THE INTER- CITY PRODUCTS MASTER TRUST PURSUANT TO A POOLING AND SERVICING AGREEMENT, DATED AS OF THE SAME DATE, AMONG BUYER, AS TRANSFEROR, INTER- CITY PRODUCTS CORPORATION (USA) AS THE INITIAL SERVICER, AND LASALLE NATIONAL BANK, AS TRUSTEE." Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, Public Notices relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Assets of such Seller, in each case whether now existing or hereafter generated by such OriginatorSeller. If Except for material performance obligations of such Seller to any Originator Obligor hereunder or under any of the Contracts, if (i) such Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy the failure within the applicable cure period, if any, and (ii) Buyer in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect its interests under this Agreement, the then Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, obligation and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith with such performance shall be payable by such OriginatorSeller as provided in Section 9.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each the Sub-Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legendthe following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO A SUB-ORIGINATOR SALE AGREEMENT, acceptable to the Buyer and the Administrative AgentDATED AS OF NOVEMBER 30, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent2017, AS AMENDED, BETWEEN SUB-ORIGINATOR AND CONSOL, AS SERVICER AND AS BUYER; FURTHER SOLD PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF NOVEMBER 30, 2017, AS AMENDED, BETWEEN EACH ORIGINATOR PARTY THERETO, CONSOL, AS SERVICER AND CONSOL FUNDING LLC, AS BUYER; AND THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN PLEDGED TO PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, PURSUANT TO A RECEIVABLES FINANCING AGREEMENT, DATED AS OF NOVEMBER 30, 2017, AS AMENDED, AMONG CONSOL FUNDING LLC AS BORROWER, CONSOL, AS SERVICER, THE VARIOUS LENDERS FROM TIME TO TIME PARTY THERETO AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT”. 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), 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. Each The Sub-Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such the Sub-Originator. If any the Sub-Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such the Sub-Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender Group Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderGroup Agent, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the prior written consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each The Originator agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables and Related Rights purchased Purchase of the Cartus Purchased Assets by or contributed to the Buyer and its assignees hereunder, or to enable the Buyer or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Originator is a party; provided, however, that the Originator will not file or record any Home Deeds except (i) in its capacity as the Servicer pursuant to the Servicing Agreement and in accordance with the terms thereof and (ii) at any time, to the extent such recordation is required by local law, regulation or custom. No Home Deeds or Home Purchase Contracts may be recorded in the name of the Originator other than Home Deeds relating to Cartus Homes and Cartus Home Purchase Contracts. Without limiting the generality of the foregoing, the Originator shall: (a) upon the request of the BuyerBuyer or its assignees, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as the Buyer or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the Cartus Purchased Assets and, if requested by the Buyer or its assignees, legend the related Pool Relocation Management Agreements and Cartus Home Purchase Contracts to reflect the sale of the Cartus Purchased Assets to the Buyer pursuant to this Agreement. Each The Originator hereby authorizes the Buyer or and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Cartus Purchased Assets, in each case whether now existing or hereafter generated by such the Originator. If any (i) the Originator fails to perform any of its agreements or obligations under this AgreementAgreement and does not remedy such failure within the applicable cure period, if any, and (ii) the Buyer or its designee assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or assignee (includingappropriate to protect the interests of the Buyer or its assignees under this Agreement, without limitation, then the Administrative Agent) Buyer or its assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Originator as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute execute, authorize and deliver all further instruments and documents, and take all further action that the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to by the Buyer Company hereunder, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerCompany, the Administrative Agent or any LenderPurchaser, such Originator will will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate; (b) deliver to the Company copies of all Contracts relating to the Receivables sold or contributed hereunder and all records relating to such Contracts and the Receivables sold or contributed hereunder, whether in hard copy or in magnetic tape or diskette format (which if in magnetic tape or diskette format shall be compatible with the Servicer’s computer equipment); and (c) on the Closing Date and from time to time, if requested thereafter, xxxx the master data processing records that evidence or list such Receivables and related Contracts with the indication set forth in Section 4.1(j). Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, limitation the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed conveyed, or purported to be sold or conveyed by it hereunder hereunder, and Related Rights now existing or hereafter generated by such OriginatorOriginator with respect to such Receivables. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, including without limitation, limitation the Administrative AgentAgent following the occurrence of a Termination Event) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, including without limitation, limiting the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer (a) The Seller and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator each 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 may be necessary, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights Receivable Interests purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights hereunder or under any other Transaction Documentand remedies hereunder. Without limiting the generality of the foregoing, the Seller and the Servicer each will upon the request of the BuyerAgent, the Administrative Agent in order to perfect, protect or any Lender, evidence such Originator will Receivable Interests: (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary necessary, or appropriate. Each Originator as the Agent may reasonably request; (ii) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Receivable Interests have been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Contracts, or Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder Security and Collections with respect thereto, now existing or hereafter generated arising, without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. (c) If any Originator the Servicer or the Seller fails to perform any of its agreements agreement contained herein, then after notice to the Servicer or obligations under this Agreementthe Seller, as applicable, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the reasonable costs and expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller under Section 10.01 or Section 11.04, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator COMPUCOM agrees that ----------------------------------- from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyeraction, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the purchase of the Receivables and the Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. COMPUCOM further agrees from time to time, at its expense, promptly to take all action that the Buyer, the Servicer or the Trustee may reasonably request in order to perfect, protect or more fully evidence such purchase of the Receivables and the Related Rights or to enable the Buyer or the Trustee (as assignee of the Buyer) to exercise or enforce any of its or their respective rights hereunder or under any other Transaction Document in respect of the Receivables and the Related Rights. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will foregoing COMPUCOM will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Buyer or the Trustee may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the Receivables and, if requested by the Buyer or the Trustee, to the extent reasonably practicable, legend the related Contracts, to reflect the sale of the Receivables and Related Rights pursuant to this Agreement and the Pooling and Servicing Agreement. Each Originator COMPUCOM hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and of COMPUCOM, in each case whether now existing or hereafter generated by such Originatorgenerated. If any Originator COMPUCOM fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.COMPUCOM under Section 7.1. -----------

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyeraction, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the purchase of the Pool Receivables and the Related Rights purchased by or contributed to the Buyer Initial Purchaser hereunder, or to enable the Buyer Initial Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction Document. Each Originator further agrees from time to time, at its expense, promptly to take all action that the Initial Purchaser, the Servicer or the Administrator may reasonably request in order to perfect, protect or more fully evidence such purchase of the Pool Receivables and the Related Rights or to enable the Initial Purchaser or the Purchasers (as assignee of the Initial Purchaser) or the Administrator to exercise or enforce any of its or their respective rights hereunder or under any other Transaction Document in respect of the Pool Receivables and the Related Rights. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such foregoing each Originator will will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Initial Purchaser or the Administrator may reasonably determine to be necessary or appropriate; and (b) mxxx the master data processing records evidencing the Pool Receivables and, if requested by the Initial Purchaser or the Administrator, to the extent reasonably practicable, legend the related Contracts, to reflect the sale of the Pool Receivables and Related Rights pursuant to this Agreement and the Receivables Purchase Agreement. Each Originator hereby authorizes the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and of such Originator, in each case whether now existing or hereafter generated by such Originatorgenerated. If any an Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorOriginator under Section 7.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, Company (or the Administrative Agent or any LenderAgent), such Originator will will: (1) execute (if applicable), 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. ; and (2) on the Closing Date and from time to time, if requested thereafter, xxxx the master data processing records that evidence or list such Receivables and related Contracts with the following legend: "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF JULY 31, 2001, AS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, BETWEEN CERTAIN ENTITIES LISTED ON SCHEDULE I THERETO, AS ORIGINATORS, AND ATRIUM FUNDING CORPORATION, AS PURCHASER, AND AN UNDIVIDED, FRACTIONAL OWNERSHIP INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN SOLD TO FAIRWAY FINANCE CORPORATION PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JULY 31, 2001 AS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, AMONG ATRIUM FUNDING CORP., AS SELLER, ATRIUM COMPANIES, INC., AS SERVICER, FAIRWAY FINANCE CORPORATION, AND BMO XXXXXXX XXXXX CORP., AS AGENT." Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of 20 the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator Participating Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, Buyer or the Servicer, the Administrative Collection Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the transfer of the Sold Receivables and the Related Rights purchased by or contributed to the Buyer from such Participating Seller hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Documentwith respect to such Sold Receivables and such Related Rights. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator Participating Seller will execute (if applicable), 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 appropriateappropriate to perfect, protect or evidence any of the foregoing. Each Originator Participating Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Participating Seller, relative to all or any of the Sold Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such OriginatorParticipating Seller. If any Originator Participating Seller fails to perform any of its agreements or obligations under this AgreementAgreement related to the Sold Receivables and the Related Rights sold by it hereunder, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Collection Agent) incurred in connection therewith shall be payable by such OriginatorParticipating Seller.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (i) JPFD Funding 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 may be necessary or desirable or that the Buyer, the Servicer, the Administrative Agent or any Lender Company may reasonably request in order request, to perfect, protect or more fully evidence the Company's ownership, right, title and interest in the JP Receivables and Related Rights purchased JP Receivables Property sold by or contributed to JPFD Funding and its rights under the Buyer hereunderContracts with respect thereto, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, JPFD Funding will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Company (A) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereofthereto, and such other instruments or notices, as may be necessary or appropriate. Each Originator hereby authorizes or, in the Buyer or reasonable opinion of the Company, desirable and (B) indicate on its designee or assignee books and records (including, without limitation, master data processing records) that the Administrative AgentJP Receivables and JP Receivables Property have been sold and assigned to the Company and, in turn, the Company has sold and assigned its interest therein to the Trustee, and provide to the Company, upon request, copies of any such records. (ii) JPFD Funding hereby irrevocably authorizes the Company to file and the Trustee to execute one or more financing or continuation statements, and amendments thereto and assignments thereofthereto, relative to all or any part of the JP Receivables and Related Rights JP Receivables Property sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated JPFD Funding, without the signature of JPFD Funding where permitted by such Originator. law. (iii) If any Originator JPFD Funding fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, or cause the performance of, such agreement agreements or obligationobligations, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Company incurred in connection therewith shall be payable by JPFD Funding. (iv) JPFD Funding agrees that: (A) the Company (and its assignees) shall have the right at any time to notify, or require that JPFD Funding at its own expense notify, the respective Obligors of the Company's ownership of the Purchased Receivables and JP Receivables Property and may direct that payment of all amounts due or to become due under the Purchased Receivables be made directly to the Company or its designee; (B) JPFD Funding shall, upon the Company's written request and at JPFD Funding's expense, (I) assemble all of JPFD Funding's documents, instruments and other records (including credit files and computer tapes or disks) that (A) evidence or record JP Receivables sold by JPFD Funding and (B) are otherwise necessary or desirable to effect Collections of such OriginatorPurchased Receivables (collectively, the "Documents") and (II) deliver the Documents to the Company or its designee at a place designated by --------- the Company; (C) JPFD Funding hereby grants to the Company an irrevocable power of attorney (coupled with an interest) to take any and all steps in JPFD Funding's name necessary or desirable, in the reasonable opinion of the Company, to collect all amounts due under the Purchased Receivables, including, without limitation, endorsing JPFD Funding's name on checks and other instruments representing Collections, enforcing the Purchased Receivables and exercising all rights and remedies in respect thereof; and (D) upon written request of the Company, JPFD Funding will (I) deliver to the Company or a party designated by the Company all licenses, rights, computer programs, related material, computer tapes, disks, cassettes and data necessary to the immediate collection of the Purchased Receivables by the Company, with or without the participation of JPFD Funding (excluding software licenses which by their terms are not permitted to be so delivered, provided that JPFD Funding shall use reasonable -------- efforts to obtain consent of the relevant licensor to such delivery) and (II) make such arrangements with respect to the collection of the Purchased Receivables as may be reasonably required by the Company.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer (a) The Seller and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator each severally 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 necessary, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables Purchases hereunder and Related Rights purchased by or contributed to the Buyer hereunderresulting Purchaser's Interest, or to enable the Buyer Purchaser or the Agent to exercise or enforce any of its their respective rights hereunder or under any the other Transaction DocumentDocuments. Without limiting the generality of the foregoing, the Seller and the Servicer will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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. Each Originator ; (ii) xxxx conspicuously each Contract evidencing each Pool Receivable with a legend, acceptable to the Agent, evidencing the sale of the Purchaser's Interest; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file in the name of the Seller, to the extent permitted by applicable law, one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Property now existing or hereafter generated by such Originatorarising. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by the Seller as provided in Section 13.01. ------------- (c) Without limiting the generality of subsection (a), the Seller -------------- will, not earlier than six (6) months and not later than three (3) months from the fifth anniversary of the date of filing of the financing statements referred to in Section 5.01(f) or any other financing statement filed pursuant to this --------------- Agreement or in connection with any Purchase hereunder, unless the Final Pay Out Date shall have occurred: (i) execute and deliver and file or cause to be filed an appropriate continuation statement with respect to each such Originatorfinancing statement; and (ii) deliver or cause to be delivered to the Agent an opinion of the counsel for the Seller referred to in Section 5.01(i) (or other counsel --------------- for the Seller reasonably satisfactory to the Agent), in form and substance reasonably satisfactory to the Agent, confirming and updating the opinion delivered pursuant to Section 5.01(i) with respect to the matters set forth --------------- in paragraph no. [7] of Exhibit 5.01(i) and otherwise to the effect that --------------- the Purchaser's Interest hereunder continues to be a valid and perfected security interest subject to no Liens of record except as provided herein or otherwise permitted hereunder.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each The Originator agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables and Related Rights purchased Purchase of the CMSC Purchased Assets by or contributed to the Buyer hereunder, or to enable the Buyer or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Originator is a party; provided, however, that the Originator will not file or record any Home Deeds except (i) in its capacity as the Servicer pursuant to the Transfer and Servicing Agreement and in accordance with the terms thereof and (ii) at any time, to the extent such recordation is required by local law, regulation or custom. No Home Deeds or Home Purchase Contracts may be recorded in the name of the Originator other than Home Deeds relating to CMSC Homes and CMSC Home Purchase Contracts. Without limiting the generality of the foregoing, the Originator shall: (a) upon the request of the Buyer’s request, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as the Buyer or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the CMSC Purchased Assets and, if requested by the Buyer or its assignees, legend the related Pool Relocation Management Agreements and CMSC Home Purchase Contracts to reflect the sale of the CMSC Purchased Assets to the Buyer pursuant to this Agreement. Each The Originator hereby authorizes the Buyer or and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and CMSC Purchased Assets, in each case whether now existing or hereafter generated by such the Originator. If any (i) the Originator fails to perform any of its agreements or obligations under this AgreementAgreement and does not remedy such failure within the applicable cure period, if any, and (ii) the Buyer or its designee assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or assignee (includingappropriate to protect the interests of the Buyer or its assignees under this Agreement, without limitation, then the Administrative Agent) Buyer or its assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Originator as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) Seller agrees that from time to time, at its Seller's expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables Purchases hereunder and Related Rights purchased by or contributed to the Buyer hereunderresulting Undivided Interests, or to enable Purchaser or the Buyer Administrative Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documentthe Certificate of Assignments. Without limiting the generality of the foregoing, Seller will: (i) upon the request of the BuyerAdministrative Agent, the Administrative Agent or any Lender, such Originator will execute (if applicable), 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. Each Originator , to evidence that Undivided Interests have been sold in accordance with this Agreement; (ii) upon the request of the Administrative Agent, to the extent reasonably practicable, xxxx conspicuously each Contract evidencing each Pool Receivable with a legend, acceptable to the Administrative Agent, evidencing that Undivided Interests have been sold in accordance with this Agreement; and (iii) on or before the date of the initial Purchase, to the extent reasonably practicable, xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Administrative Agent, evidencing that Undivided Interests have been sold in accordance with this Agreement. (b) Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Pool now existing or hereafter generated by arising in the name of Seller. (c) Without limiting the generality of subsection (a), Seller will, not earlier than six (6) months and not later than two (2) months prior to the fifth anniversary of the date of filing of each of the financing statement referred to in Section 5.01(f) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, unless the End Date shall have occurred: (i) deliver to Purchaser for execution and, upon receipt from Purchaser of such Originator. If any Originator fails executed statements, file or cause to perform any be filed appropriate continuation statements with respect to such financing statements; and (ii) deliver or cause to be delivered to the Administrative Agent an opinion of its agreements the counsel for Seller referred to in Section 5.01(j) (or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, other counsel for Seller reasonably satisfactory to the Administrative Agent) may (but shall not be required to) itself perform), or cause the performance of, such agreement or obligation, in form and the expenses of the Buyer or its designee or assignee (including, without limitation, substance reasonably satisfactory to the Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(j)-1 with respect to (and only with respect to) incurred perfection issues, subject to customary qualifications, assumptions and exclusions typically included in connection therewith shall be payable by such Originatoropinions.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights hereunder or under any other Transaction Documentand remedies hereunder. Without limiting the generality of the foregoing, the Seller will, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark xxxspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Eligible Assets have been sold in accordance with this Agreement; and (iii) mark xxx master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators shall (or shall permit the Servicer shall to) change or remove such notation without the prior written consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to At the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its Seller's expense, it will promptly execute and deliver all further instruments and documents, and take all further action action, that may be necessary or desirable or that the Buyer, the Servicer, the Administrative Agent or any Lender Issuer may reasonably request request, in order to perfect, protect or more fully evidence the Receivables Issuer's right, title and Related Rights purchased by or contributed to interest in the Buyer hereunderPurchased Contract Assets and its rights under the Contracts with respect thereto, or to enable the Buyer Issuer to exercise or enforce any of its rights hereunder or under any other Transaction Documentsuch rights. Without limiting the generality of the foregoing, (i) the Seller will upon the request of the BuyerIssuer, the Administrative Trustee and the Collateral Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereofthereto, and such other instruments or notices, notices as may be necessary or appropriate. Each Originator or, in the opinion of the Issuer, advisable, (ii) the Seller hereby irrevocably authorizes each of the Buyer or its designee or assignee (including, without limitationIssuer, the Administrative Agent) Trustee and the Collateral Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereofthereto, relative relating to all or any part of the Receivables and Related Rights Purchased Contract Assets sold or otherwise conveyed or purported to be conveyed sold by it hereunder and now existing the Seller, or hereafter generated by such Originator. If any Originator the underlying Contracts with respect thereto, without the signature of the Seller, (iii) if the Seller or the Servicer fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Issuer may (but shall not be required to) itself perform, or cause the performance of, such agreement agreements or obligationobligations, and the costs and expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Issuer incurred in connection therewith shall be payable by the Servicer and (iv) each of the Seller and the Servicer agrees that from time to time, at its expense, it will (A) indicate on its books and records that the Purchased Contract Assets has been sold and assigned to the Issuer and pledged by the Issuer to the Collateral Agent, and provide to the Issuer, the Collateral Agent and the Trustee, upon request, copies of such Originatorrecords, (B) obtain the agreement of any Person having a Lien in and to any Purchased Contract Assets owned by the Seller (other than any Lien created or imposed hereunder or under the Security Agreement) to release such Lien upon the transfer of any such Purchased Contract Assets to the Issuer and (C) notify the Issuer promptly after obtaining knowledge that any Purchased Contract Assets has become subject to a Lien other than any Lien created or imposed hereunder or under the Security Agreement.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each 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 the Buyer, the Company or Servicer, the Administrative Agent or any Lender the Insurer may reasonably request or that may be otherwise necessary or desirable in order to establish or maintain a valid and enforceable ownership interest in the Receivables and Related Rights and Collections and other proceeds with respect thereto, and a perfected security interest in the items described in Section 1.5, in each case free and clear of any Adverse Claim, excepting only Permitted Liens, in favor of the Company including, without limitation, taking such action to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to interest of the Buyer hereunder, Company under this Agreement or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, the Originator will at Originator's expense: (a) upon the request of the Buyer, Company or the Administrative Insurer and the Agent or any Lender, such Originator will execute (if applicable), 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; and (b) xxxx the summary master control data processing records relating to the Receivables and related Contracts with the legend set forth in Section 4.1(i). Each The Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables (and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Rights) now existing or hereafter generated by such the Originator. If any the Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatorthe Originator as provided in Section 10.6.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action action, that may be necessary or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably reasonable request in order to perfect, protect or more fully evidence the Receivables and Related Rights Receivable Interests purchased by the Purchasers or contributed to the Buyer Banks hereunder, or to enable any of them or the Buyer Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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. Each Originator ; (ii) xxxx conspicuously each invoice evidencing each Set Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that an undivided percentage ownership interest in such Receivable has been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Set Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file or cause to be filed one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Set Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originator. law. (c) If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 11.06.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documentsdocuments necessary or advisable, and take all further action that the Buyer, the Servicer, the Administrative Funding Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence its interest in the Receivables and Related Rights purchased by or contributed to the Buyer hereunderPurchased Assets, or to enable PARCO, the Buyer APA Banks or the Funding Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, the Seller will (i) xxxx its master data processing records evidencing such Purchased Receivables and related Contracts with a legend, acceptable to the Funding Agent, evidencing that the Funding Agent, on behalf of PARCO and the APA Banks, has acquired an interest therein as provided in this Agreement and (ii) upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicableFunding Agent), 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 appropriateappropriate or as the Funding Agent may reasonably request. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Funding Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Purchased Assets now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Purchased Assets, or any part thereof, shall be sufficient as a financing statement. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Funding Agent may (but shall not be required to) itself perform, or (at the direction of the Funding Agent) cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Funding Agent incurred in connection therewith shall be payable by the Seller upon the Funding Agent's demand therefor; PROVIDED, HOWEVER, prior to taking any such Originatoraction, the Funding Agent shall give notice of such intention to the Seller and provide the Seller with a reasonable opportunity to take such action itself.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyeraction, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the purchase of the Pool Receivables and the Related Rights purchased Assets by or contributed to the Buyer Initial Purchaser hereunder, or to enable the Buyer Initial Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction Document. Each Originator further agrees from time to time, at its expense, promptly to take all action that the Initial Purchaser, the Servicer or the Administrator may reasonably request in order to perfect, protect or more fully evidence such purchase of the Pool Receivables and the Related Assets or to enable the Initial Purchaser or the Issuer (as the assignee of the Initial Purchaser) or any Program Support Provider to exercise or enforce any of its or their respective rights hereunder or under any other Transaction Document or Program Support Agreement in respect of the Pool Receivables and the Related Assets. Without limiting the generality of the foregoing, upon the request of the BuyerInitial Purchaser, the Administrative Agent or any Lender, such each Originator will will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Initial Purchaser or the Administrator may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the Receivables and, if requested by the Initial Purchaser or the Administrator, legend the related Contracts, to reflect the sale of the Pool Receivables and Related Assets pursuant to this Agreement, the Receivables Purchase Agreement and the Parallel Asset Purchase Agreement. Each Originator hereby authorizes the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Assets of such Originator, in each case whether now existing or hereafter generated by such Originatorgenerated. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorOriginator under Section 6.6.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (i) Such 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 action, that may be necessary or desirable or that the Buyer, the Servicer, the Administrative Agent or any Lender Company may reasonably request in order request, to perfect, protect or more fully evidence the Company's ownership, right, title and interest in the Receivables and Related Rights purchased Receivables Property sold by or contributed to such Seller and its rights under the Buyer hereunderContracts with respect thereto, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, such Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Company (A) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereofthereto, and such other instruments or notices, as may be necessary or, in the reasonable opinion of the Company or appropriate. Each Originator hereby authorizes the Buyer or Agents, desirable, (B) indicate on its designee or assignee books and records (including, without limitation, master data processing records) that the Administrative AgentReceivables and Receivables Property have been sold and assigned to the Company and, in turn, the Company has sold and assigned its interest therein to the Trustee, and provide to the Company, upon request, copies of any such records, (C) after the occurrence of a Purchase Termination Event, contact customers to confirm and verify Receivables and (D) obtain the agreement of any Person having a Lien on any Receivables owned by such Seller (other than any Lien created or imposed hereunder or under the Pooling Agreement or any Permitted Lien) to release such Lien upon the purchase of any such Receivables by the Company. (ii) Such Seller hereby irrevocably authorizes the Company and the Trustee to file one or more financing or continuation statements substantially in the form of the originally agreed upon financing statements, and amendments thereto and assignments thereofthereto, relative to all or any part of the Receivables and Related Rights Receivables Property sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated sold by such Originator. Seller, without the signature of such Seller where permitted by law. (iii) If any Originator such Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, or cause the performance of, such agreement agreements or obligationobligations, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Company incurred in connection therewith shall be payable by such OriginatorSeller as provided in Section 9.06.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each 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 the Buyer, the SPV, the Servicer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Transferred Assets purchased by or contributed to the Buyer hereunder, or to enable the Buyer Buyer, the SPV, the Servicer, the Administrator or any Purchaser Agent to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent SPV, the Administrator or any LenderPurchaser Agent, such Originator will Seller will: (a) execute (if applicable), 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; and (b) on the Closing Date and from time to time, if requested thereafter, xxxx the master data processing records that evidence or list such Receivables and related Contracts with the legend set forth in Section 6.1(i). Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Seller, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Related Rights now existing or hereafter generated by such OriginatorSeller. If any Originator Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such OriginatorSeller.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. (a) Each Originator Seller agrees that at any time and from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further reasonable action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order be necessary to perfect, protect or more fully evidence Victor's ownership of the Receivables and Related Rights purchased Acquired Assets sold by or contributed to the Buyer Sellers hereunder, or to enable the Buyer to Victxx xx exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon each Seller will (i) cause its master computer files relating to the request Receivables (by means of a general legend that will automatically appear at or near the beginning of any computer generated list or print-out of the BuyerReceivables or otherwise) to indicate that, the Administrative Agent unless otherwise specifically identified on such list or any Lenderprint-out as a Receivable not so sold, all Receivables included in such Originator will list or print-out and Related Security have been sold to Victxx xx accordance with this Agreement and (ii) execute (if applicable), authorize and file such UCC financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or and notices, as may be necessary or appropriate. Each Originator hereby authorizes appropriate or as Victxx xx any of its agents, representatives or permitted assignees may reasonably request. (b) In the Buyer or its designee or assignee event that any Seller, within five (including5) Business Days after notice from Victxx, without limitation, the Administrative Agentxxils to deliver to Victxx xxx (1) to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative that Victxx xx any of its agents, representatives or permitted assignees may reasonably determine to be necessary to evidence or perfect Victor's ownership of all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Acquired Assets now existing or hereafter generated arising, then such Seller hereby authorizes Victxx xx file any such statements without the signature of such Seller where permitted by such Originatorlaw. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Acquired Assets or any part thereof, shall be sufficient as a financing statement. If any Originator Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (includingfollowing expiration of any applicable notice and cure period, without limitation, the Administrative Agent) may Victxx xxx (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred Victxx xxxurred in connection therewith shall be payable by Sellers upon Victor's written demand therefor (which demand shall itemize such Originatorexpenses in reasonable detail).

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, any Sub-Servicer, the Administrative Agent or any Lender Group Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderGroup Agent, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be sold, contributed or otherwise conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables and Related Rights purchased Purchase of the ARSC Purchased Assets by or contributed to the Buyer ARSC hereunder, or to enable the Buyer ARSC or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Seller is a party; PROVIDED, HOWEVER, that the Seller will not file or record any Home Deeds except to the extent such recordation is required by local law, regulation or custom. Without limiting the generality of the foregoing, the Seller shall: (a) upon the request of the BuyerARSC's request, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as ARSC or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the ARSC Purchased Assets and, if requested by ARSC or its assignees, legend (or cause the Servicer to legend) the CMF Home Purchase Contracts to reflect the sale of the ARSC Purchased Assets to ARSC pursuant to this Agreement. Each Originator The Seller hereby authorizes the Buyer or ARSC and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and ARSC Purchased Assets, in each case whether now existing or hereafter purchased or generated by such Originatorthe Seller. If any Originator (i) the Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy such failure within the applicable cure period, if any, and (ii) ARSC or its assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect the interests of ARSC or its assignees under this Agreement, the Buyer then ARSC or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer ARSC or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Seller as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees ----------------------------------- that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Pool Receivables and Related Rights purchased by or contributed to the Buyer Purchaser hereunder, or to enable the Buyer Purchaser or Alliant Energy SPE or any of the Owners or the Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction the Ownership Document, the NewCo Agreement, the Xxxxxx Agreement or the Citibank Agreement. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Purchaser: (i) execute (if applicable), 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; (ii) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Purchaser and not unacceptable to the Seller acting reasonably, evidencing that such Pool Receivables have been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator If the Seller does not execute and file or execute and return to the Purchaser any financing statement requested by the Purchaser pursuant to this Section within 20 days after the Purchaser's request, the Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Purchaser to file one or more such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any statement without the signature of the Receivables and Related Rights sold or otherwise conveyed or purported Seller where permitted by law, provided that the collateral description contained in such financing statement shall be identical to be conveyed by it hereunder and now existing or hereafter generated by such Originatorthat set forth in the financing statements referred to in Section 4.01(c). If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Purchaser may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Purchaser incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01 or 11.06, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (i) Such 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 action, that may be necessary or desirable or that the Buyer, the Servicer, the Administrative Agent or any Lender Company may reasonably request in order request, to perfect, protect or more fully evidence the Company's ownership, right, title and interest in the Receivables and Related Rights purchased Receivables Property sold by or contributed to such Seller and its rights under the Buyer hereunderContracts with respect thereto, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, such Seller will upon the request of the BuyerCompany (A) execute and file, in accordance with the Administrative Agent or any Lenderprovisions of the UCC of the applicable jurisdiction, such Originator will execute (if applicable)continuation statements with respect to all financing statements filed in connection with the transactions contemplated hereby, authorize and file as well as such financing or continuation statements, or amendments thereto or assignments thereofthereto, and such other instruments or notices, as may be necessary or appropriate. Each Originator hereby authorizes or, in the Buyer or reasonable opinion of the Company, desirable, (B) indicate on its designee or assignee books and records (including, without limitation, master data processing records) that the Administrative AgentReceivables and Receivables Property have been sold and assigned to the Company and, in turn, the Company has sold and assigned its interest therein to the Trustee, and provide to the Company, upon request, copies of any such records, (C) contact customers to confirm and verify Receivables and (D) obtain the agreement of any Person having a Lien on any Receivables owned by such Seller (other than any Lien created or imposed hereunder or under the Pooling Agreement or any Permitted Lien) to release such Lien upon the purchase of any such Receivables by the Company. (ii) Such Seller hereby irrevocably authorizes the Company and the Trustee to file one or more financing or continuation statements, and amendments thereto and assignments thereofthereto, relative to all or any part of the Receivables and Related Rights Receivables Property sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated sold by such Originator. Seller, without the signature of such Seller where permitted by law. (iii) If any Originator such Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, or cause the performance of, such agreement agreements or obligationobligations, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Company incurred in connection therewith shall be payable by such OriginatorSeller as provided in Section 9.06. (iv) Such Seller agrees that, whether or not a Purchase Termination Event has occurred: (A) the Company (and its assignees) shall have the right at any time to notify, or require that such Seller at its own expense notify, the respective Obligors of the Company's ownership of the Purchased Receivables and Receivables Property and may direct that payment of all amounts due or to become due under the Purchased Receivables be made directly to the Company or its designee; (B) such Seller shall, upon the Company's written request and at such Seller's expense, (I) assemble all of such Seller's documents, instruments and other records (including credit files and computer tapes or disks) that (A) evidence or will evidence or record Receivables sold by such Seller and (B) are otherwise necessary or desirable to effect Collections of such Purchased Receivables (collectively, the "DOCUMENTS") and (II) deliver the Documents to the Company or its designee at a place designated by the Company. In recognition of such Seller's need to have access to any Documents which may be transferred to the Company hereunder, whether as a result of its continuing business relationship with any Obligor for Receivables purchased hereunder or as a result of its responsibilities as a Sub- Servicer, the Company hereby grants to such Seller an irrevocable license to access the Documents transferred by such Seller to the Company and to access any such transferred computer software in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Servicing Party, PROVIDED that such Seller shall not disrupt or otherwise interfere with the Company's use of and access to the Documents and its computer software during such license period; (C) such Seller hereby grants to the Company an irrevocable power of attorney (coupled with an interest) to take any and all steps in such Seller's name necessary or desirable, in the reasonable opinion of the Company, to collect all amounts due under the Purchased Receivables, including, without limitation, endorsing such Seller's name on checks and other instruments representing Collections, enforcing the Purchased Receivables and exercising all rights and remedies in respect thereof, and (D) upon written request of the Company, such Seller will (I) deliver to the Company or a party designated by the Company all licenses, rights, computer programs, related material, computer tapes, disks, cassettes and data necessary to the immediate collection of the Purchased Receivables by the Company, with or without the participation of such Seller (excluding software licenses which by their terms are not permitted to be so delivered, PROVIDED that such Seller shall use reasonable efforts to obtain consent of the relevant licensor to such delivery) and (II) make such arrangements with respect to the collection of the Purchased Receivables as may be reasonably required by the Company.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each 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 the Buyer, the Company or Servicer, the Administrative Agent or any Lender the Insurer may reasonably request or that may be otherwise necessary or desirable in order to establish or maintain a valid and enforceable ownership interest in the Receivables and Related Rights and Collections and other proceeds with respect thereto, and a perfected security interest in the items described in Section 1.5, in each case free and clear of any Adverse Claim, excepting only Permitted Liens, in favor of the Company including, without limitation, taking such action to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to interest of the Buyer hereunder, Company under this Agreement or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, the Originator will at Originator’s expense: (a) upon the request of the Buyer, Company or the Administrative Insurer and the Agent or any Lender, such Originator will execute (if applicable), 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; and (b) xxxx the summary master control data processing records relating to the Receivables and related Contracts with the legend set forth in Section 4.1(i). Each The Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables (and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Rights) now existing or hereafter generated by such the Originator. If any the Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatorthe Originator as provided in Section 10.6.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators shall (or shall permit the Servicer shall to) change or remove such notation without the prior written consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderPurchaser, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Purchase Agreement Effective Date, each Originator shall xxxx mark or code its master data processing records evidencing Pool Subject Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing evidence that the Pool Subject Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation with respect to any Subject Receivable without the consent of the Buyer Buyer, Borrower and the Administrative Agent. 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 the Buyer, Borrower the Servicer, Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Subject Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer Buyer, the Borrower (as the Buyer’s assignee) or the Administrative Agent (as Xxxxxxxx’s assignee) to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the reasonable request of the Buyer, the Borrower, or the Administrative Agent or any LenderAgent, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Borrower and the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Subject Receivables and Related US-DOCS\148030570.24 Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originatorhereunder. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Borrower and the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Borrower or the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) The Seller agrees that from time to time, at its expense, it will, and will cause the respective Selling Affiliates to, promptly execute and deliver all further instruments and documents, and take all further action action, that may be necessary or desirable, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunderPurchased Interests, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Assignments. Without limiting the generality of the foregoing, the Seller will, and will cause the respective Selling Affiliates to, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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. Each Originator desirable, or as the Agent may request, in order to perfect, protect or evidence such Purchased Interests; (ii) at any time after the occurrence and during the continuance of any Event of Insecurity (A) mark xxxspicuously each invoice evidencing each Subject Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Purchased Interests have been sold in accordance with this Agreement; and (B) mark xxx master data processing records evidencing such Subject Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any Seller Assets now existing or hereafter arising without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to Seller Assets shall be conveyed sufficient as a financing statement where permitted by it hereunder and now existing or hereafter generated by such Originator. law. (c) If any Originator the Seller fails to perform any of its agreements or obligations under this Agreementagreement contained herein, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender (as the Company’s assignee) may reasonably request in order to perfect, protect or more fully evidence the Sold Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company or the Administrative Agent (as the Company’s assignee) to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, Company or the Administrative Agent or any Lender(as the Company’s assignee), such Originator will execute (if applicable), 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 appropriateappropriate to perfect, protect or evidence any of the foregoing. Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed sold by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Servicer and the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables and Related Rights purchased Purchase of the ARSC Purchased Assets by or contributed to the Buyer ARSC hereunder, or to enable the Buyer ARSC or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Seller is a party; provided, however, that the Seller will not file or record any Home Deeds except to the extent such recordation is required by local law, regulation or custom. Without limiting the generality of the foregoing, the Seller shall: (a) upon the request of the BuyerARSC’s request, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as ARSC or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the ARSC Purchased Assets and, if requested by ARSC or its assignees, legend (or cause the Servicer to legend) the CMF Home Purchase Contracts to reflect the sale of the ARSC Purchased Assets to ARSC pursuant to this Agreement. Each Originator The Seller hereby authorizes the Buyer or ARSC and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and ARSC Purchased Assets, in each case whether now existing or hereafter purchased or generated by such Originatorthe Seller. If any Originator (i) the Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy such failure within the applicable cure period, if any, and (ii) ARSC or its assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect the interests of ARSC or its assignees under this Agreement, the Buyer then ARSC or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer ARSC or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Seller as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and related Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators shall (or shall permit the Servicer shall to) change or remove such notation without the prior written consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document; provided, at no time shall any Originator be required to take any action to give the Buyer or the Administrative Agent a perfected security interest in any Collection Account. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderPurchaser, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative AgentBuyer, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative AgentBuyer. 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 the Buyer, the Servicer, or the Administrative Agent or any Lender Administrator may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, Buyer or the Administrative Agent or any LenderAdministrator, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Related Rights now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, The Seller and PolyOne each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Certificates. Without limiting the generality of the foregoing, each of the Seller and PolyOne will, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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 appropriateappropriate in accordance with law; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Eligible Assets have been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. If any Originator the Seller or PolyOne fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller or PolyOne as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to (a) The Transferor will, and will cause the Closing DateSeller to, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative any Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables Purchases hereunder and Related Rights purchased by or contributed to the Buyer hereunderresulting Undivided Interests, or to enable the Buyer Purchaser, the Bank Investors or the Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documentthe Certificate of Assignments. Without limiting the generality of the foregoing, the Transferor will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: execute (if applicable), 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. Each Originator appropriate and will maintain such procedures as are necessary to permit daily identification of Pool Receivables and Eligible Receivables. (b) The Transferor hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statementsstatements on behalf of and for the benefit of the Agent, the Purchaser or the Bank Investors, as the case may be, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated by such Originatorarising in the name of the Transferor. If any Originator the Transferor fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by the Transferor as provided in Section 13.1. (c) Without limiting the generality of subsection (a), the Transferor will, not earlier than six (6) months and not later than three (3) months from the fifth anniversary of the date of filing of the financing statements filed in connection with the Original Agreement or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, unless the Commitment Termination Date shall have occurred and all Undivided Interests shall have been reduced to zero: (i) execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such Originatorfinancing statement; and (ii) deliver or cause to be delivered to the Agent an opinion of the counsel for the Transferor (or other counsel for the Transferor reasonably satisfactory to the Agent), in form and substance reasonably satisfactory to the Agent, confirming and updating the opinion delivered pursuant to Section 5.1(i) of the Original Agreement with respect to UCC matters and otherwise to the effect that all of the Undivided Interests hereunder continue to be first and prior perfected security interests.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator Seller agrees that from time to time, at its expense, it will promptly promptly, upon reasonable request by Buyer, Servicer or Trustee, execute and deliver all further instruments and documents, and take all further action, in order to perfect, protect or more fully evidence the purchase by Buyer or contribution to Buyer of the Receivables and the Related Assets under this Agreement, or to enable Buyer to exercise or enforce any of its rights under any Transaction Document. Each Seller further agrees that from time to time, at its expense, it will promptly, upon request, take all action that the Buyer, the Servicer, Servicer or the Administrative Agent or any Lender Trustee may reasonably request in order to perfect, protect or more fully evidence the purchase or contribution of the Receivables and the Related Rights purchased by or contributed to the Buyer hereunder, Assets or to enable Buyer or the Buyer Trustee (as the assignee of Buyer) to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will each Seller will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as Buyer or the Trustee may reasonably determine to be necessary or appropriate, and (b) xxxx the master data processing records evidencing the Receivables with the following legend: "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO BFP RECEIVABLES CORPORATION ("BFP") PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MARCH 19, 1996, AMONG TREASURE CHEST ADVERTISING COMPANY, INC., CERTAIN OTHER SUBSIDIARIES OF BIG FLOWER PRESS HOLDINGS, INC. ("BIG FLOWER") AND BFP; AND SUCH RECEIVABLES HAVE BEEN TRANSFERRED TO THE BIG FLOWER MASTER TRUST PURSUANT TO A POOLING AND SERVICING AGREEMENT, DATED AS OF MARCH 19, 1996, AMONG BFP, AS TRANSFEROR, BIG FLOWER, AS THE INITIAL SERVICER, AND MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE." Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Assets of such Seller, in each case whether now existing or hereafter generated by such OriginatorSeller. If Except for material performance obligations of such Seller to any Originator Obligor hereunder or under any of the Contracts, if (i) such Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy the failure within the applicable cure period, if any, and (ii) Buyer in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect its interests under this Agreement, the then Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, obligation and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith with such performance shall be payable by such OriginatorSeller as provided in Section 9.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer (a) The Seller and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator each 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 may be necessary, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights Receivable Interests purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Certificate. Without limiting the generality of the foregoing, the Seller and the Servicer each will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute Agent: (if applicable), authorize and i) file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary necessary, or appropriate. Each Originator as the Agent may reasonably request, in order to perfect, protect or evidence such Receivable Interests; (ii) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Receivable Interests have been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Contracts, or Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder Security and Collections with respect thereto, now existing or hereafter generated arising, without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. (c) If any Originator the Servicer or the Seller fails to perform any of its agreements agreement contained herein, then after notice to the Servicer or obligations under this Agreementthe Seller, as applicable, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the reasonable costs and expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller under Section 10.01 or Section 11.04, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, legend evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderLender , such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originatorhereunder. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender Administrator (as the Company’s assignee) may reasonably request in order to perfect, protect or more fully evidence the Sold Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company or the Administrator (as the Company’s assignee) to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, Company or the Administrative Agent or any LenderAdministrator, such Originator will execute (if applicable), 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 appropriateappropriate to perfect, protect or evidence any of the foregoing. Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentServicer and the Administrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Undivided Interests purchased by or contributed to the Buyer Agent, on behalf of the Purchasers, hereunder, or to enable any Purchaser or the Buyer Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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; (ii) xxxx conspicuously each Contract evidencing each Pool Receivable generated by it with a legend, acceptable to the Agent, evidencing that such Undivided Interests have been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing any Pool Receivables and related Contracts with such legend. Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Pool Assets now existing or hereafter generated by such Originatorarising in the name of Seller. If any Originator Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement Agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such OriginatorSeller as provided in Section 12.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator Seller agrees that from time to time, at its expense, it will promptly promptly, upon reasonable request by Buyer, Initial Collection Agent, the Agent, a Purchaser Agent or a Purchaser, execute and deliver all further instruments and documents, and take all further action, in order to perfect, protect or more fully evidence the purchase by Buyer or contribution to Buyer of the Receivables and the Related Assets under this Agreement, or to enable Buyer to exercise or enforce any of its rights under any Transaction Documents. Each Seller further agrees that from time to time, at its expense, it will promptly, upon request, take all action that the Buyer, the Servicer, the Administrative Initial Collection Agent or any Lender the Agent may reasonably request in order to perfect, protect or more fully evidence the purchase or contribution of the Receivables and the Related Rights purchased by or contributed to the Buyer hereunder, Assets or to enable Buyer or the Buyer Agent (as the assignee of Buyer) to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will each Seller will: (a) execute (if applicable), authorize and file such UCC financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as Buyer or the Agent may reasonably determine to be necessary or appropriate. , and (b) xxxx the master data processing records evidencing the Receivables with the following legend: “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO CROMPTON & XXXXXXX RECEIVABLES CORPORATION PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 28, 2006, AMONG CHEMTURA CORPORATION (“CHEMTURA”) AS INITIAL COLLECTION AGENT AND SELLER, CERTAIN SUBSIDIARIES OF CHEMTURA, AS SELLERS, AND CROMPTON & XXXXXXX RECEIVABLES CORPORATION.” Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Assets of such Seller, in each case whether now existing or hereafter generated by such OriginatorSeller. If Except for material performance obligations of such Seller to any Originator Obligor hereunder or under any contracts relating to such Obligor, if (i) such Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy the failure within the applicable cure period, if any, and (ii) Buyer in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect its interests under this Agreement, the then Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, obligation and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith with such performance shall be payable by such OriginatorSeller as provided in Section 9.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing an identification that indicates that the Pool Receivables have been transferred pledged in accordance with this Agreement and cause each Originator so to identify its master data processing records with such an identification, and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each The Originator agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables Purchase of the Cartus Fee Purchased Assets by the Issuer and Related Rights purchased by or contributed to the Buyer its assignees hereunder, or to enable the Buyer Issuer or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Originator is a party. Without limiting the generality of the foregoing, the Originator shall: (a) upon the request of the BuyerIssuer or its assignees, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as the Issuer or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the Cartus Fee Purchased Assets and, if requested by the Issuer or its assignees, legend the related Pool Relocation Management Agreements to reflect the sale of the Cartus Fee Purchased Assets to the Issuer pursuant to this Agreement. Each The Originator hereby authorizes the Buyer or Issuer and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Cartus Fee Purchased Assets, in each case whether now existing or hereafter generated by such the Originator. If any (i) the Originator fails to perform any of its agreements or obligations under this Agreement and does not remedy such failure within the applicable cure period, if any, and (ii) the Issuer or its assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect the interests of the Issuer or its assignees under this Agreement, then the Buyer Issuer or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer Issuer or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Originator as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator Seller agrees that from time to time, at its expense, it will promptly promptly, upon reasonable request by Buyer, Servicer or Trustee, execute and deliver all further instruments and documents, and take all further action, in order to perfect, protect or more fully evidence the purchase by Buyer or contribution to Buyer of the Receivables and the Related Assets under this Agreement, or to enable Buyer to exercise or enforce any of its rights under any Transaction Document. Each Seller further agrees that from time to time, at its expense, it will promptly, upon request, take all action that the Buyer, the Servicer, Servicer or the Administrative Agent or any Lender Trustee may reasonably request in order to perfect, protect or more fully evidence the purchase or contribution of the Receivables and the Related Rights purchased by or contributed to the Buyer hereunder, Assets or to enable Buyer or the Buyer Trustee (as the assignee of Buyer) to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon on or prior to the request Issuance Date, and with respect to any Person who becomes a Seller pursuant to SECTION 1.7, on or prior to the effective date of the Buyersuch Person becoming a Seller, the Administrative Agent or any Lender, such Originator will each Seller will: (a) execute (if applicable), authorize to the extent required by applicable law) and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as Buyer or the Trustee may reasonably determine to be necessary or appropriate, and (b) xxxx the master data processing records evidencing Receivables with the following legend: THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO XXXXXX RECEIVABLES, LLC ("VR") PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF DECEMBER 9, 2002, AMONG XXXXXX, INC. ("XXXXXX"), CERTAIN SUBSIDIARIES OF XXXXXX AS XXXXXXX, XXXXXX, AS SERVICER, AND VR, AS BUYER; AND A SECURITY INTEREST IN SUCH RECEIVABLES HAS BEEN GRANTED TO THE TRUSTEE PURSUANT TO AN AMENDED AND RESTATED INDENTURE AND SERVICING AGREEMENT, DATED AS OF DECEMBER 9, 2002, AMONG VR, AS ISSUER, XXXXXX, AS SERVICER, AND MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE." Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Assets of such Seller, in each case whether now existing or hereafter generated by such OriginatorSeller, without the signature of such Seller. If Except for material performance obligations of such Seller to any Originator Obligor hereunder or under any of the Contracts, if (i) such Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy the failure within the applicable cure period, if any, and (ii) Buyer in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect its interests under this Agreement, the then Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, obligation and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith with such performance shall be payable by such OriginatorSeller as provided in SECTION 9.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. (a) Each 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 the Buyer, the Servicer, the Administrative Agent or any Lender Buyer may reasonably request in order to perfect, protect or more fully evidence the Buyer's ownership of the Receivables generated by such Seller (and the Related Rights Security) purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute each Seller will: (if applicable), authorize i) 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. ; and (ii) Mark the summary aged trial balance report with the legend set xxxxh in Section 3.1(i). (b) Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments assignment thereof, relative to all or any of the Receivables (and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security) now existing or hereafter generated sold by such OriginatorSeller. If any Originator such Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorSeller. (c) Without limiting the generality of the foregoing, each Seller will, not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with its Applicable Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute (if required) 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 Shearman & Sterling (or other counsel for such Seller reasonably satisfactory to Buyer), in form and substance reasonably satisfactory to Buyer, confirming and updating the opinion delivered in connection with such Applicable Closing Date relating to the validity, perfection and priority of Buyer's interests in the Receivables.

Further Action Evidencing Purchases. On or prior to the Closing Date, The Seller and PolyOne each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Certificates. Without limiting the generality of the foregoing, each of the Seller and PolyOne will, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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 appropriateappropriate in accordance with law; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark conspicuously each invoice evidencing each Pool Receivable and txx xelated Contract with a legend, acceptable to the Agent, evidencing that such Eligible Assets have been sold in accordance with this Agreement; and (iii) mark its master data processing records evidencing such Pool Receivabxxx and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. If any Originator the Seller or PolyOne fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller or PolyOne as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator Such Seller agrees that from time to time, at its expense, it will promptly execute promptly, upon reasonable request, make, execute, endorse, acknowledge, execute, file and deliver all further instruments and instruments, documents, schedules, confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take all further action, in order to perfect, protect or more fully evidence the purchase by Buyer or contribution to Buyer of the Conveyed Assets and the Related Assets under this Agreement, or to enable Buyer to exercise or enforce any of its rights under any Transaction Document. Each Seller further agrees that from time to time, at its expense, it will promptly, upon request, take all action that the Buyer, the Servicer, the Administrative Agent or any Lender Buyer may reasonably request in order to perfect, protect or more fully evidence the Receivables purchase or contribution of the Conveyed Assets and the Related Rights purchased by or contributed to the Buyer hereunder, Assets or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will each Seller will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as Buyer or the then Third Party Financiers may reasonably determine to be necessary or appropriate, (b) place the legend set forth below on the originally executed counterpart of each Purchased Equipment Loan. "This is the original of this instrument, and a security interest has been granted in this instrument to The Bank of New York, as Indenture Trustee for the benefit of the persons set forth in that certain Indenture, dated as of November 26, 2002, between the Bank of New York, as Indenture Trustee and Alliance Laundry Equipment Receivables Trust 2002-A." Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables Conveyed Assets and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Assets of such Seller, in each case whether now existing or hereafter generated by such OriginatorSeller. If any Originator (i) such Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy the failure within the applicable cure period, if any, and (ii) Buyer in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect its interests under this Agreement, the then Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, obligation and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith with such performance shall be payable by such OriginatorSeller as provided in Section 8.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expenseexpense (or at the expense of the Originators or Servicer, where Seller’s contract with the Originators or Servicer so provides), it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Subject Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer (or the Administrative Agent as the Buyer’s assignee) to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the reasonable request of the BuyerBuyer or the Administrative Agent, the Administrative Agent or any Lender, such Originator Seller will execute (if applicable), 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. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Subject Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originatorhereunder. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatorthe Seller (or, where its contracts so provide, the Originator or Servicer).

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the BuyerPurchaser, the Servicer, the Administrative Agent or any Lender Group Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed contributed, as applicable, to the Buyer Purchaser hereunder, or to enable the Buyer Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerPurchaser, the Administrative Agent or any LenderGroup Agent, such Originator will will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary necessary; and (b) all releases, estoppels and no-interest letters from any Person who has made a registration or appropriatefiling against the applicable Originator after the Original Closing Date that could be relied upon to perfect or protect an interest in the Receivables, confirming that such registration or filing does not perfect or protect an interest in the Receivables and that such Person will not rely on such registration or filing for such purpose. Each Originator hereby authorizes the Buyer Purchaser or its designee or assignee designees (including, without limitation, the Administrative Agent) to file one or more financing statements or continuation financing change statements, and amendments thereto applications for registration and assignments thereof, without the consent of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated generated, as the case may be, by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Purchaser or its designee or assignee designees (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Purchaser or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees ----------------------------------- that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Shares purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction the Ownership Document. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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; (ii) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent and not unacceptable to the Seller acting reasonably, evidencing that such Shares have been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator If the Seller does not execute and file or execute and return to the Agent any financing statement requested by the Agent pursuant to this Section within 20 days after the Agent's request, the Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any statement without the signature of the Receivables and Related Rights sold or otherwise conveyed or purported Seller where permitted by law, provided that the collateral description contained in such financing statement shall be identical to be conveyed by it hereunder and now existing or hereafter generated by such Originatorthat set forth in the financing statements referred to in Section 3.03(f). If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01 or 11.06, as applicable. The Collection Agent shall, promptly upon the Seller's or the Agent's request pursuant to this Section 6.05, deliver the original Contracts in its possession to the Agent, together with any endorsements as may be required hereunder or under the applicable NewCo Agreement or Originator Agreement.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer (a) The Seller and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator each 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 may be necessary, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights Receivable Interests purchased by or contributed to the Buyer Agent on behalf of the Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Certificate. Without limiting the generality of the foregoing, the Seller and the Servicer each will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute Agent: (if applicable), authorize and i) file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary necessary, or appropriate. Each Originator as the Agent may reasonably request, in order to perfect, protect or evidence such Receivable Interests; (ii) mxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Receivable Interests have been sold in accordance with this Agreement; and (iii) mxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Contracts, or Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder Security and Collections with respect thereto, now existing or hereafter generated arising, without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. (c) If any Originator the Servicer or the Seller fails to perform any of its agreements agreement contained herein, then after notice to the Servicer or obligations under this Agreementthe Seller, as applicable, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the reasonable costs and expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller under Section 10.01 or Section 11.04, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) Supplier 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 the Buyer, the Servicer, the Administrative Agent may be reasonably necessary or any Lender desirable or that Company may reasonably request request, in order to perfect, protect or more fully evidence the transfer of title of Receivables transferred hereunder and Related Rights purchased by or contributed rights to the Buyer hereunderCollections in respect thereof, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, Supplier shall upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Company (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereofthereto, and such other instruments or notices, notices as may be necessary or appropriate. Each Originator appropriate for the protection of Company's rights hereunder; and (ii) to the extent practical, mark its data processing records evidencing all of its Receivables with a legend, acceptable to Company, identifying those Receivables that have been sold in accordance with this Agreement . (b) Supplier hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Company to file one or more financing or continuation statements, and amendments thereto and further assignments thereof, thereof relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and rights in Collections in respect thereof now existing or hereafter generated arising without the signature of Supplier where permitted by such Originatorlaw. If Supplier shall fail to execute or file any Originator financing or continuation statement, amendment, instrument or notice in accordance with subsection (a) above, Company may, and is hereby irrevocably appointed attorney-in-fact to execute or file the same on behalf of and in the name of Supplier. (c) If Supplier fails to perform any of its agreements or obligations under this AgreementAgreement related to the documentation of the transfer of title of Receivables transferred hereunder or the perfection of security interests therein, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Company may (but shall not be required to) itself perform, or cause the performance of, of such agreement or obligation, obligation and the reasonable and necessary expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Company incurred in connection therewith shall be payable by such OriginatorSupplier upon demand by Company.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action action, that may be necessary or desirable, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights Shares purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Certificate. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will A.gent: (i) execute (if applicable), authorize and file such financing or continuation statementsstaxxxxxxs, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate. Each Originator desirable, or as the Agent may request, in order to perfect, protect or evidence such Shares; (ii) mark conspicuously each invoice evidencing each Pool Receivaxxx and the related Contract with a legend, acceptable to the Agent, evidencing that such Shares have been sold in accordance with this Agreement; and (iii) mark its master data processing records evidencing such Pool Recxxxxbles and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Contracts, or Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder Security and Collections with respect thereto now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. (c) If any Originator the Seller fails to perform any of its agreements or obligations under this Agreementagreement contained herein, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller under Section 10.01 or Section 11.06, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (i) Such 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 action, that may be necessary or desirable or that the Buyer, the Servicer, the Administrative Agent or any Lender Company may reasonably request in order request, to perfect, protect or more fully evidence the Company's ownership, right, title and interest in the Receivables and Related Rights purchased Receivables Property sold by or contributed to such Seller and its rights under the Buyer hereunderContracts with respect thereto, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, such Seller will upon the request of the BuyerCompany (A) execute and file, in accordance with the Administrative Agent or any Lenderprovisions of the UCC of the applicable jurisdiction, such Originator will execute (if applicable)continuation statements with respect to all financing statements filed in connection with the transactions contemplated hereby, authorize and file as well as such financing or continuation statements, or amendments thereto or assignments thereofthereto, and such other instruments or notices, as may be necessary or appropriate. Each Originator hereby authorizes or, in the Buyer or reasonable opinion of the Company, desirable, (B) indicate on its designee or assignee books and records (including, without limitation, master data processing records) that the Administrative AgentReceivables and Receivables Property have been sold and assigned to the Company and, in turn, the Company has sold and assigned its interest therein to the Trustee, and provide to the Company, upon request, copies of any such records, (C) contact customers to confirm and verify Receivables and (D) obtain the agreement of any Person having a Lien on any Receivables owned by such Seller (other than any Lien created or imposed hereunder or under the Pooling Agreement or any Permitted Lien) to release such Lien upon the purchase of any such Receivables by the Company. (ii) Such Seller hereby irrevocably authorizes the Company and the Trustee to file one or more financing or continuation statements, and amendments thereto and assignments thereofthereto, relative to all or any part of the Receivables and Related Rights Receivables Property sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated sold by such Originator. Seller, without the signature of such Seller where permitted by law. (iii) If any Originator such Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, or cause the performance of, such agreement agreements or obligationobligations, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Company incurred in connection therewith shall be payable by such OriginatorSeller as provided in Section 9.06. (iv) Such Seller agrees that, whether or not a Purchase Termination Event has occurred: (A) the Company (and its assignees) shall have the right at any time to notify, or require that such Seller at its own expense notify, the respective Obligors of the Company's ownership of the Purchased Receivables and Receivables Property and may direct that payment of all amounts due or to become due under the Purchased Receivables be made directly to the Company or its designee; (B) such Seller shall, upon the Company's written request and at such Seller's expense, (I) assemble all of such Seller's documents, instruments and other records (including credit files and computer tapes or disks) that (A) evidence or will evidence or record Receivables sold by such Seller and (B) are otherwise necessary or desirable to effect Collections of such Purchased Receivables (collectively, the "DOCUMENTS") and (II) deliver the Documents to the Company or its designee at a place designated by the Company. In recognition of such Seller's need to have access to any Documents which may be transferred to the Company hereunder, whether as a result of its continuing business relationship with any Obligor for Receivables purchased hereunder or as a result of its responsibilities as a Sub-Servicer, the Company hereby grants to such Seller an irrevocable license to access the Documents transferred by such Seller to the Company and to access any such transferred computer software in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Servicing Party, PROVIDED that such Seller shall not disrupt or otherwise interfere with the Company's use of and access to the Documents and its computer software during such license period; (C) such Seller hereby grants to the Company an irrevocable power of attorney (coupled with an interest) to take any and all steps in such Seller's name necessary or desirable, in the reasonable opinion of the Company, to collect all amounts due under the Purchased Receivables, including, without limitation, endorsing such Seller's name on checks and other instruments representing Collections, enforcing the Purchased Receivables and exercising all rights and remedies in respect thereof; and (D) upon written request of the Company, such Seller will (I) deliver to the Company or a party designated by the Company all licenses, rights, computer programs, related material, computer tapes, disks, cassettes and data necessary to the immediate collection of the Purchased Receivables by the Company, with or without the participation of such Seller (excluding software licenses which by their terms are not permitted to be so delivered, PROVIDED that such Seller shall use reasonable efforts to obtain consent of the relevant licensor to such delivery) and (II) make such arrangements with respect to the collection of the Purchased Receivables as may be reasonably required by the Company.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each 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 the Buyerreasonable action, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the purchase of the Assigned Receivables and the Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument as soon as reasonably possible. Seller further agrees from time to time, at its expense, promptly to take all action that the Buyer may reasonably request in order to perfect, protect or more fully evidence such purchase of the Assigned Receivables and the Related Rights or to enable the Buyer to exercise or enforce any of its or their respective rights hereunder or under any other Transaction Document in respect of the Assigned Receivables and the Related Rights. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will foregoing Seller will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Buyer or its lender(s) may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the Assigned Receivables and, if requested by the Buyer, to the extent reasonably practicable, legend the related Contracts, to reflect the sale of the Assigned Receivables and Related Rights pursuant to this Agreement. Each Originator Seller hereby authorizes the Buyer or its designee or assignee (includingto file, without limitationsigned only by the Buyer, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Assigned Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and of Seller in each case whether now existing or hereafter generated by such Originatorgenerated. If any Originator Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorSeller under Section 7.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) Seller agrees that from time to time, at its expense, it will promptly promptly, upon reasonable request, execute and deliver all further instruments and documents, and take all further action that the Buyeraction, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the purchase by WPS Finco of the Receivables and the Related Rights purchased by or contributed to the Buyer hereunderAssets under this Purchase Xxxxxment, or to enable the Buyer WPS Finco to exercise or enforce any of its rights hereunder or under anx xxxer Transaction Document. Seller further agrees that from time to time, at its expense, it will promptly, upon request, take all action that WPS Finco, Servicer or Agent may reasonably request in order to perfect, xxxxect or more fully evidence such purchase of the Receivables and the Related Assets or to enable WPS Finco or Agent, on behalf of itself and Lenders, to exercise or enfoxxx xny of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of WPS Finco, Seller will place on its computer systems and electronic recoxxx xhich store information relating to and evidencing the BuyerReceivables the following legend: "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO WPS RECEIVABLES CORPORATION PURSUANT TO A SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MARCH 28, 2003, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BETWEEN WESTPOINT STEVENS INC. AND WPS RECEIVABLES CORPORATION, AND A XXXXXITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN AND IN SUCH RECEIVABLES PURCHASE AGREEMENT HAS BEEN GRANTED AND ASSIGNED TO CONGRESS FINANCIAL CORPORATION (SOUTHERN), AS AGENT ON BEHALF OF ITSELF AND CERTAIN LENDERS PURSUANT TO THE LOAN AND SECURITY AGREEMENT, DATED AS OF MARCH 28, 2003, AMONG WPS RECEIVABLES CORPORATION, AS BORROWER, WESTPOINT STEVENS INC., AS INITIAL SERVICER, CONGRESS FINANCXXX XXXPORATION (SOUTHERN), AS AGENT, AND THE PARTIES THERETO AS LENDERS, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME." In the Administrative Agent event that any such records are printed and distributed or shown to any Lenderperson other than WPS Finco or Agent, and other than customers in the ordinary course of txx xxsiness of Seller consistent with current practices as of the date hereof, such Originator will execute legend shall be included with such printed records. (if applicable)b) Seller irrevocably and unconditionally authorizes Agent (or its agent) to file at any time and from time to time such financing statements with respect to the Transferred Assets naming Seller as seller/debtor, authorize WPS Finco as buyer/secured party, and Agent as assignee of WPS Finco, as Xxxxt may require, and including any other information witx xxxpect to Seller or otherwise required by part 5 of Article 9 of the UCC of such jurisdiction as Agent (as assignee of WPS Finco) may determine, together with any amendment and continuations xxxx respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Seller hereby ratifies and approves all financing statements naming Seller as seller/debtor, WPS Finco as buyer/secured party, and Agent as assignee of WPS Finco, wixx xxspect to the Transferred Assets (and any amendments wixx xxspect to such financing statements) filed by or on behalf of WPS Finco or Agent prior to the date hereof and ratifies and confirms thx xxxhorization of WPS Finco or Agent to file such financing or continuation statementsstatements (and amendments, or amendments thereto or assignments thereofif xxx). Seller hereby authorizes Agent to adopt on behalf of Seller any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming Seller as seller/debtor, WPS Finco as buyer/secured party, and such other instruments or noticesAgent as assignee of WPS Finco, as may be necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitationinxxxxxs assets and properties of Seller that do not at any txxx xonstitute Transferred Assets, the Administrative Agent) filing of such financing statement shall nonetheless be deemed authorized by Seller to file one or more the extent of the Transferred Assets included in such description and it shall not render the financing or continuation statements, and amendments thereto and assignments thereof, relative statement ineffective as to all or any of the Receivables and Related Rights sold Transferred Assets or otherwise conveyed affect the financing statement as it applies to any of the Transferred Assets. In no event shall Seller at any time file, or purported permit or cause to be conveyed by it filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Seller as seller/debtor, WPS Finco as buyer/ secured party, and Agent as assignee of WPS Finco. (c) Except for material performance oxxxxxtions of Seller to any Obligor hereunder and now existing or hereafter generated by such Originator. If under any Originator of the Contracts, if (i) Seller fails to perform any of its agreements or obligations under this Purchase Agreement and does not remedy such failure within the applicable cure period, if any, and (ii) WPS Finco in good faith reasonably believes that the performance of such xxxxements and obligations is necessary or appropriate to protect the interests of WPS Finco under this Purchase Agreement, the Buyer then WPS Finco or its designee or assignee (including, without limitation, the Administrative Agent) may xxx (but shall not be required to) itself perform, or cause the xxxxe performance of, such agreement or obligation, obligation and the reasonable expenses of the Buyer WPS Finco or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith with such pxxxxxmance shall be payable by such OriginatorSeller as provided in Section 9.1 hereof.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, any Sub-Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be sold, contributed or otherwise conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) The Seller agrees that from time to time, at its expense, it will, and will cause the respective Selling Affiliates to, promptly execute and deliver all further instruments and documents, and take all further action action, that may be necessary or desirable, or that the Buyer, the Servicer, the Administrative Agent or any Lender Owner may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunderPurchased Interests, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Assignments. Without limiting the generality of the foregoing, the Seller will, and will cause the respective Selling Affiliates to, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Owner: (i) execute (if applicable), 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. Each Originator desirable, or as the Agent or any Owner may request, in order to perfect, protect or evidence such Purchased Interests; (ii) at any time after the occurrence and during the continuance of any Event of Insecurity (A) mark xxxspicuously each invoice evidencing each Subject Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Purchased Interests have been sold in accordance with this Agreement; and (B) mark xxx master data processing records evidencing such Subject Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any Seller Assets now existing or hereafter arising without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to Seller Assets shall be conveyed sufficient as a financing statement where permitted by it hereunder and now existing or hereafter generated by such Originator. law. (c) If any Originator the Seller fails to perform any of its agreements or obligations under this Agreementagreement contained herein, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller under Section 10.01 or Section 13.06, as applicable.

Further Action Evidencing Purchases. On or prior to (a) The Transferor will, and will cause the Closing DateSeller to, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative any Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables Purchases hereunder and Related Rights purchased by or contributed to the Buyer hereunderresulting Undivided Interests, or to enable the Buyer Purchaser, the Bank Investors or the Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documentthe Certificate of Assignments. Without limiting the generality of the foregoing, the Transferor will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: execute (if applicable), 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. Each Originator appropriate and will maintain such procedures as are necessary to permit daily identification of Pool Receivables and Eligible Receivables. (b) The Transferor hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statementsstatements on behalf of and for the benefit of the Agent, the Purchaser or the Bank Investors, as the case may be, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated by such Originatorarising in the name of the Transferor. If any Originator the Transferor fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by the Transferor as provided in SECTION 13.1. (c) Without limiting the generality of SUBSECTION (A), the Transferor will, not earlier than six (6) months and not later than three (3) months from the fifth anniversary of the date of filing of the financing statement referred to in SECTION 5.1(F) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, unless the Commitment Termination Date shall have occurred and all Undivided Interests shall have been reduced to zero: (i) execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such Originatorfinancing statement; and (ii) deliver or cause to be delivered to the Agent an opinion of the counsel for the Transferor referred to in SECTION 5.1(I) (or other counsel for the Transferor reasonably satisfactory to the Agent), in form and substance reasonably satisfactory to the Agent, confirming and updating the opinion delivered pursuant to SECTION 5.1(I) with respect to the matters set forth in paragraph No. [ ] of EXHIBIT 5.1(I) and otherwise to the effect that all of the Undivided Interests hereunder continue to be first and prior perfected security interests.

Further Action Evidencing Purchases. On or prior to the Closing Date(a) The Seller agrees that, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 may be necessary or appropriate, in the opinion of the Purchaser, or that the BuyerPurchaser or the Operating Agent may request, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the transfer of ownership of Transferred Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction DocumentPurchase Assignment. Without limiting the generality of the foregoing, the Seller will, upon the request of the BuyerPurchaser, the Administrative Agent or any Lender, such Originator will (i) execute (if applicable), 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. Each Originator , or as the Purchaser may request, (ii) after the occurrence of an Incipient Event, xxxx, or cause the Servicer to xxxx, conspicuously each invoice evidencing each Transferred Receivable with a legend, acceptable to the Purchaser, evidencing that the Purchaser has purchased all right and title thereto and interest therein as provided in the Transfer Agreement, (iii) after the occurrence of an Incipient Event, send notification to Obligors as to the transfer of Transferred Receivables, and (iv) xxxx, or cause the Servicer to xxxx, its master data processing records evidencing such Transferred Receivables with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Purchaser to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Transferred Receivables and Related Rights sold Collections with respect thereto without the signature of the Seller where permitted by law. A carbon, photographic or otherwise conveyed other reproduction of this Agreement or purported any notice or financing statement covering the Transferred Receivables or any part thereof shall be sufficient as a notice or financing statement where permitted by law. The Purchaser will promptly send to be conveyed by the Seller after receipt of any acknowledgment copies from the appropriate governmental agency any financing or continuation statements thereto which it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any files without the signature of its agreements or obligations under the Seller except, in the case of filings of copies of this AgreementAgreement as financing statements, the Buyer Purchaser will promptly send the Seller after receipt from the appropriate governmental agency the filing or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatorrecordation information with respect thereto.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will, and will cause each Selling Subsidiary to, promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documenteach Selling Subsidiary Letter. Without limiting the generality of the foregoing, the Seller will, and will cause each Selling Subsidiary to, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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 appropriateappropriate in accordance with law; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark conspicuously each invoice evidencing each Pool Receivable and xxx related Contract with a legend, acceptable to the Agent, evidencing that such Eligible Assets have been sold in accordance with this Agreement; and (iii) mark its master data processing records evidencing such Pool Receivxxxxs and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Deal Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction DocumentPurchased Interests. Without limiting the generality of the foregoing, the Seller will (i) xxxx its master data processing records evidencing such Purchased Asset with a legend, acceptable to the Deal Agent, evidencing that the Deal Agent and the Purchaser have acquired an interest therein as provided in this Agreement, (ii) comply with the Obligor Filing Requirement and the Purchaser Filing Requirement and (iii) upon the request of the Buyer, the Administrative Deal Agent or any Lender, such Originator will execute the Purchaser (if applicablesubject to the provisions of Section 2.10), 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 appropriateappropriate or as such Persons may reasonably request. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables Purchased Assets, and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A carbon, photographic or other reproduction of this Agreement or any financing statement covering all or any part of the Purchased Assets and the Related Security, shall be sufficient as a financing statement. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent incurred in connection therewith shall be payable by such Originatorthe Seller upon the Deal Agent's demand therefor.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyeraction, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the purchase of the Pool Receivables and the Related Rights purchased by or contributed to the Buyer Initial Purchaser hereunder, or to enable the Buyer Initial Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction Document. Each Originator further agrees from time to time, at its expense, promptly to take all action that the Initial Purchaser, the Servicer or the Administrator may reasonably request in order to perfect, protect or more fully evidence such purchase of the Pool Receivables and the Related Rights or to enable the Initial Purchaser or the Purchaser (as assignee of the Initial Purchaser) or the Administrator to exercise or enforce any of its or their respective rights hereunder or under any other Transaction Document in respect of the Pool Receivables and the Related Rights. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such foregoing each Originator will will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Initial Purchaser or the Administrator may reasonably determine to be necessary or appropriate; and (b) to the extent reasonably practicable, mark xxx master data processing records evidencing the Pool Receivables and, if requested by the Initial Purchaser or the Administrator, to the extent reasonably practicable, legend the related Contracts, to reflect the sale of the Pool Receivables and Related Rights pursuant to this Agreement and the Receivables Purchase Agreement. Each Originator hereby authorizes the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and of such Originator, in each case whether now existing or hereafter generated by such Originatorgenerated. If any an Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatorthe Originator under Section 7.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments instruments, UCC financing statements and documents, and take all further action that action, reasonably requested by the Buyer, Initial Purchaser or the Servicer, the Administrative Agent or any Lender may reasonably request Administrator in order to perfect, protect or more fully evidence the purchase of the Receivables and the Related Rights purchased Assets and Lock-Box Accounts (and the other items described in Section 1.3(b)) by or contributed to the Buyer Initial Purchaser hereunder, or to enable the Buyer Initial Purchaser or the Administrator, the Issuer or any other Indemnified Party to exercise or enforce any of its or their respective rights or remedies hereunder or under any other Transaction DocumentDocument or Program Support Agreement; provided that the Originators shall not be required pursuant to this Section 4.4 to take any action that conflicts with any other provision of this Agreement or of the Receivables Purchase Agreement. Without limiting the generality of the foregoing, upon the request of the Buyer, Initial Purchaser or the Administrative Agent or any LenderAdministrator, such Originator will will: (a) execute (if applicable), authorize and file such UCC financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Initial Purchaser or the Administrator may reasonably determine to be necessary or appropriate; and (b) legend the related Contracts, to reflect the sale of the Receivables and Related Assets pursuant to this Agreement and the Receivables Purchase Agreement. Each Originator hereby authorizes the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Assets, in each case whether now existing or hereafter generated by such Originatorgenerated. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorOriginator under Section 5.5.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, legend evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators shall (or shall permit the Servicer shall to) change or remove such notation without the prior written consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderPurchaser, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, any Sub-Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such assignments, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more assignments, financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees ----------------------------------- that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Deal Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables Purchased Interests and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction DocumentEquipment Collateral. Without limiting the generality of the foregoing, the Seller will (i) xxxx its master data processing records evidencing such Purchased Asset and related Leases with a legend, acceptable to the Deal Agent, evidencing that the Deal Agent and the Purchaser have acquired an interest therein as provided in this Agreement, (ii) comply with the Obligor UCC Filing Requirement and (iii) upon the request of the Buyer, the Administrative Deal Agent or any Lender, such Originator will execute the Purchaser (if applicablesubject to the provisions of Section 2.10), 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 appropriateappropriate or as such Persons may reasonably request. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Purchased Assets, the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security and/or the Equipment Collateral now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A carbon, photographic or other reproduction of this Agreement or any financing statement covering all or any part of the Purchased Assets, the Related Security and/or the Equipment Collateral, shall be sufficient as a financing statement. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent incurred in connection therewith shall be payable by such Originatorthe Seller upon the Deal Agent's demand therefor.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 upon the Buyerreasonable request of the Purchaser, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, perfect or protect or more fully evidence the purchase by the Purchaser of the Receivables Pool and Related Rights purchased by or contributed to the Buyer Assets hereunder, or to enable the Buyer Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction Document. Each Originator further agrees from time to time, at its expense, promptly to take all action that the Purchaser, the Servicer or the Administrator may reasonably request in order to perfect or protect such purchase of the Receivables Pool and Related Assets or to enable the Purchaser (and its successors and assigns) to exercise or enforce any of its or their respective rights hereunder or under any other Transaction Document in respect of the Receivables Pool and Related Assets. Without limiting the generality of the foregoing, upon the request of the BuyerPurchaser, each Originator or the Administrative Agent or any Lender, such Originator will Administrator will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Purchaser or the Administrator may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records to reflect the sale of the Receivables Pool and Related Assets pursuant to this Agreement. Each Originator hereby authorizes the Buyer Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed Assets created by it hereunder and such Originator, in each case whether now existing or hereafter generated by such Originatorgenerated. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.Originator under Section 5.5. -----------

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer (a) The Seller and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator each 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 may be necessary, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights Receivable Interests purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Certificates. Without limiting the generality of the foregoing, the Seller and the Servicer each will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary necessary, or appropriate. Each Originator as the Agent may reasonably request, in order to perfect, protect or evidence such Receivable Interests; (ii) mark conspicuously each xxxxice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Receivable Interests have been sold in accordance with this Agreement; and (iii) mark its master data prxxxxsing records evidencing such Pool Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Contracts, or Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder Security and Collections with respect thereto, now existing or hereafter generated arising, without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. (c) If any Originator the Servicer or the Seller fails to perform any of its agreements agreement contained herein, then after notice to the Servicer or obligations under this Agreementthe Seller, as applicable, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the reasonable costs and expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller under Section 10.01 or Section 11.04, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments instruments, UCC financing statements and documents, and take all further action that action, reasonably requested by the Buyer, Initial Purchaser or the Servicer, the Administrative Agent or any Lender may reasonably request Administrator in order to perfect, protect or more fully evidence the purchase of the Receivables and the Related Rights purchased Assets and Lock-Box Accounts (and the other items described in SECTION 1.2(c)) by or contributed to the Buyer Initial Purchaser hereunder, or to enable the Buyer Initial Purchaser or the Administrator, the Issuer or any other Indemnified Party to exercise or enforce any of its or their respective rights or remedies hereunder or under any other Transaction DocumentDocument or Program Support Agreement; provided that the Originators shall not be required pursuant to this SECTION 4.4 to take any action that conflicts with any other provision of this Agreement or of the Receivables Purchase Agreement. Without limiting the generality of the foregoing, upon the request of the Buyer, Initial Purchaser or the Administrative Agent or any LenderAdministrator, such Originator will will: (a) execute (if applicable), authorize and file such UCC financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Initial Purchaser or the Administrator may reasonably determine to be necessary or appropriate; and (b) legend the related Contracts, to reflect the sale of the Receivables and Related Assets pursuant to this Agreement and the Receivables Purchase Agreement. Each Originator hereby authorizes the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Assets, in each case whether now existing or hereafter generated by such Originatorgenerated. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer Initial Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorOriginator under SECTION 5.5.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. (a) Each 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 the Buyer, the Servicer, the Administrative Agent or any Lender Buyer may reasonably request in order to perfect, protect or more fully evidence the Buyer’s ownership of the Receivables generated by, or in the case of any Acquired Receivables purchased by, such Seller (and the Related Rights Security) purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute each Seller will: (if applicable), authorize i) 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. ; and (ii) Report the purchased receivables in the monthly reporting delivered to the Lenders and/or Co-Agents under Credit and Security Agreement as set forth in Section 3.1(i). (b) Each Originator Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments assignment thereof, relative to all or any of the Receivables (and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security) now existing or hereafter generated sold by such OriginatorSeller. If any Originator such Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorSeller. (c) Without limiting the generality of the foregoing, each Seller will, not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with its Applicable Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute (if required) 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 Shearman & Sterling LLP (or other counsel for such Seller reasonably satisfactory to Buyer), in form and substance reasonably satisfactory to Buyer, confirming and updating the opinion delivered in connection with such Applicable Closing Date relating to the validity, perfection and priority of Buyer’s interests in the Receivables.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, any Sub-Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each The Originator agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables and Related Rights purchased Purchase of the CMSC Purchased Assets by or contributed to the Buyer hereunder, or to enable the Buyer or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Originator is a party; provided, however, that the Originator will not file or record any Home Deeds except (i) in its capacity as the Servicer pursuant to the Transfer and Servicing Agreement and in accordance with the terms thereof and (ii) at any time, to the extent such recordation is required by local law, regulation or custom. No Home Deeds or Home Purchase Contracts may be recorded in the name of the Originator other than Home Deeds relating to CMSC Homes and CMSC Home Purchase Contracts. Without limiting the generality of the foregoing, the Originator shall: (a) upon the request of the Buyer's request, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as the Buyer or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the CMSC Purchased Assets and, if requested by the Buyer or its assignees, legend the related Pool Relocation Management Agreements and CMSC Home Purchase Contracts to reflect the sale of the CMSC Purchased Assets to the Buyer pursuant to this Agreement. Each The Originator hereby authorizes the Buyer or and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and CMSC Purchased Assets, in each case whether now existing or hereafter generated by such the Originator. If any (i) the Originator fails to perform any of its agreements or obligations under this AgreementAgreement and does not remedy such failure within the applicable cure period, if any, and (ii) the Buyer or its designee assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or assignee (includingappropriate to protect the interests of the Buyer or its assignees under this Agreement, without limitation, then the Administrative Agent) Buyer or its assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Originator as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to (a) Each of the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer Seller and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 may be necessary or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Receivable Interests purchased by the Purchasers or contributed to the Buyer Banks hereunder, or to enable any of them or the Buyer Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, the Originator will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), 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. Each Originator ; (ii) following the occurrence of any Event of Termination, mark conspicuously each invoice evixxxxing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that an undivided percentage ownership interest in such Receivable has been sold in accordance with this Agreement; and (iii) mark its master data processing recxxxx evidencing such Pool Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file or cause to be filed one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originator. law. (c) If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 11.06.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator Indian Industries agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyerreasonable action, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the purchase of the Assigned Receivables and the Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument as soon as reasonably possible. Indian Industries further agrees from time to time, at its expense, promptly to take all action that the Buyer may reasonably request in order to perfect, protect or more fully evidence such purchase of the Assigned Receivables and the Related Rights or to enable the Buyer to exercise or enforce any of its or their respective rights hereunder or under any other Transaction Document in respect of the Assigned Receivables and the Related Rights. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will foregoing Indian Industries will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the Buyer or its lender(s) may reasonably determine to be necessary or appropriate; and (b) mark xxx master data processing records evidencing the Assigned Receivables and, if requested by the Buyer, to the extent reasonably practicable, legend the related Contracts, to reflect the sale of the Assigned Receivables and Related Rights pursuant to this Agreement. Each Originator Indian Industries hereby authorizes the Buyer or its designee or assignee (includingto file, without limitationsigned only by the Buyer, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Assigned Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and of Indian Industries, in each case whether now existing or hereafter generated by such Originatorgenerated. If any Originator Indian Industries fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorIndian Industries under Section 7.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) Seller agrees that from time to time, at its Seller's expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender Bank Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables Purchases hereunder and Related Rights purchased by or contributed to the Buyer hereunderresulting Undivided Interest, or to enable any Purchaser or the Buyer Administrative Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, Seller will: (i) upon the request of the Buyer, the Administrative Agent or any Lenderthe Required Purchasers, such Originator will execute (if applicable), 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. Each Originator , to evidence that the Undivided Interest has been sold in accordance with this Agreement; 42 (ii) upon the request of the Administrative Agent or the Required Purchasers, to the extent reasonably practicable, mark conspicuously each Contract evidencing each Pool Rexxxxable with a legend, acceptable to the Administrative Agent and the Required Purchasers, evidencing that the Undivided Interest has been sold in accordance with this Agreement; and (iii) on or before the date of the initial Purchase, to the extent reasonably practicable, mark its master data processing records evidencing such Xxxx Receivables and related Contracts with a legend, acceptable to the Administrative Agent and the Required Purchasers, evidencing that the Undivided Interest has been sold in accordance with this Agreement. (b) Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Pool now existing or hereafter generated by such Originator. If arising in the name of Seller. (c) Without limiting the generality of subsection (a), Seller will, not earlier than six (6) months and not later than two (2) months prior to the fifth anniversary of the date of filing of each of the financing statement referred to in Section 5.01(f) or any Originator fails other financing statement filed pursuant to perform this Agreement or in connection with any of its agreements or obligations under this AgreementPurchase hereunder, unless the Buyer or its designee or assignee End Date shall have occurred: (including, without limitation, i) deliver to the Administrative AgentAgent for execution and, upon receipt from the Administrative Agent of such executed statements, file or cause to be filed appropriate continuation statements with respect to such financing statements; and (ii) may deliver or cause to be delivered to the Administrative Agent and each Bank Purchaser an opinion of the counsel for Seller referred to in Section 5.01(g) (but shall not be required or other counsel for Seller reasonably satisfactory to the Required Purchasers), in form and substance reasonably satisfactory to the Required Purchasers, confirming and updating the opinion delivered pursuant to Section 5.01 with respect to (and only with respect to) itself performperfection issues, or cause the performance ofsubject to customary qualifications, assumptions and exclusions typically included in such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatoropinions.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, legend evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators shall (or shall permit the Servicer shall to) change or remove such notation without the prior written consent of the Buyer and the Administrative Agent. 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 the Buyer, the Servicer, Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, Buyer or the Administrative Agent or any LenderAgent, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer (a) The Seller and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator each 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 may be necessary, or that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence the Receivables and Related Rights ownership of the Purchased Property purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights hereunder or under any other Transaction Documentand remedies hereunder. Without limiting the generality of the foregoing, the Seller and the Servicer each will upon the request of the BuyerAgent, in order to perfect, protect or evidence such ownership of the Administrative Agent or any Lender, such Originator will Purchased Property: (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary necessary, or appropriate. Each Originator as the Agent may reasonably request; (ii) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that the Purchased Property has been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. (b) The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative relating to all or any of the Contracts, or Pool Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder Security and Collections with respect thereto, now existing or hereafter generated arising, without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. (c) If any Originator the Servicer or the Seller fails to perform any of its agreements agreement contained herein, then after notice to the Servicer or obligations under this Agreementthe Seller, as applicable, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligationagreement, and the reasonable costs and expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller under Section 10.01 or Section 11.04, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expenseexpense and upon reasonable request, it will promptly execute and deliver all further instruments and documents, documents and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may as is reasonably request in order necessary to perfect, protect or more fully evidence the Receivables Purchase of the KF Purchased Assets by the Issuer and Related Rights purchased by or contributed to the Buyer its assignees hereunder, or to enable the Buyer Issuer or its assignees to exercise or enforce any of its rights hereunder or under any other Transaction DocumentDocument to which the Seller is a party; provided, however, that the Seller will not file or record any Home Deeds except to the extent such recordation is required by local law, regulation or custom. Without limiting the generality of the foregoing, the Seller shall: (a) upon the request of the BuyerIssuer or its assignees, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, statements or amendments thereto or assignments thereof, thereof and such other instruments or notices, notices as the Issuer or its assignees may reasonably determine to be necessary or appropriate; and (b) xxxx the master data processing records evidencing the KF Purchased Assets and, if requested by the Issuer or its assignees, legend (or cause the Servicer to legend) the CMGFSC Home Purchase Contracts to reflect the sale of the KF Purchased Assets to the Issuer pursuant to this Agreement. Each Originator The Seller hereby authorizes the Buyer or Issuer and its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, statements and amendments thereto and assignments thereof, relative thereof with respect to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and KF Purchased Assets, in each case whether now existing or hereafter purchased or generated by such Originatorthe Seller. If any Originator (i) the Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy such failure within the applicable cure period, if any, and (ii) the Issuer or its assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect the interests of the Issuer or its assignees under this Agreement, then the Buyer Issuer or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, perform or cause the performance of, of such agreement or obligation, and the reasonable expenses of the Buyer Issuer or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith with such performance shall be payable by such Originatorthe Seller as provided in Section 10.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none Each of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the Buyerreasonably necessary or advisable, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the purchase of the Receivables and the Related Rights purchased by or contributed to the Buyer SPV Purchaser hereunder, or to enable the Buyer SPV Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction Document. Each of the Originators further agrees from time to time, at its expense, promptly to take all action that the SPV Purchaser, the Servicer or the Administrator may reasonably request in order to perfect, protect or more fully evidence such purchase of the Receivables and the Related Rights or to enable the SPV Purchaser or the Purchasers (as assignees of the SPV Purchaser) or the Administrator to exercise or enforce any of its or their respective rights hereunder or under any other Transaction Document in respect of the Receivables and the Related Rights. Without limiting the generality of the foregoingforegoing each of the Originators will, upon the request of the Buyer, the Administrative Agent Administrator or any Lender, such Originator will its designee: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as the SPV Purchaser or the Administrator may reasonably determine to be necessary or appropriate; and (b) to the extent reasonably practicable, xxxx the master data processing records evidencing the Receivables and, if requested by the SPV Purchaser or the Administrator, legend the related Contracts, to reflect the sale of the Receivables and Related Rights pursuant to this Agreement and the Receivables Purchase Agreement. Each Originator of the Originators hereby authorizes the Buyer SPV Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and of such Originator, in each case, whether now existing or hereafter generated by such Originatorgenerated. If any an Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer SPV Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the reasonable expenses of the Buyer SPV Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorOriginator under Section 7.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator (a) Seller agrees that from time to time, at its Seller's expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender Bank Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables Purchases hereunder and Related Rights purchased by or contributed to the Buyer hereunderresulting Undivided Interest, or to enable any Purchaser or the Buyer Administrative Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, Seller will: (i) upon the request of the Buyer, the Administrative Agent or any Lenderthe Required Purchasers, such Originator will execute (if applicable), 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. Each Originator , to evidence that the Undivided Interest has been sold in accordance with this Agreement; (ii) upon the request of the Administrative Agent or the Required Purchasers, to the extent reasonably practicable, mark conspicuously each Contract evidencing each Pool Receivable xxxx a legend, acceptable to the Administrative Agent and the Required Purchasers, evidencing that the Undivided Interest has been sold in accordance with this Agreement; and (iii) on or before the date of the initial Purchase, to the extent reasonably practicable, mark its master data processing records evidencing such Pool Recexxxxles and related Contracts with a legend, acceptable to the Administrative Agent and the Required Purchasers, evidencing that the Undivided Interest has been sold in accordance with this Agreement. (b) Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Pool now existing or hereafter generated by such Originator. If arising in the name of Seller. (c) Without limiting the generality of subsection (a), Seller will, not earlier than six (6) months and not later than two (2) months prior to the fifth anniversary of the date of filing of each of the financing statement referred to in Section 5.01(f) or any Originator fails other financing statement filed pursuant to perform this Agreement or in connection with any of its agreements or obligations under this AgreementPurchase hereunder, unless the Buyer or its designee or assignee End Date shall have occurred: (including, without limitation, i) deliver to the Administrative AgentAgent for execution and, upon receipt from the Administrative Agent of such executed statements, file or cause to be filed appropriate continuation statements with respect to such financing statements; and (ii) may deliver or cause to be delivered to the Administrative Agent and each Bank Purchaser an opinion of the counsel for Seller referred to in Section 5.01(g) (but shall not be required or other counsel for Seller reasonably satisfactory to the Required Purchasers), in form and substance reasonably satisfactory to the Required Purchasers, confirming and updating the opinion delivered pursuant to Section 5.01 with respect to (and only with respect to) itself performperfection issues, or cause the performance ofsubject to customary qualifications, assumptions and exclusions typically included in such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatoropinions.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. 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 the BuyerPurchaser, the Servicer, the Administrative any Agent or any Lender Group Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed contributed, as applicable, to the Buyer Purchaser hereunder, or to enable the Buyer Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerPurchaser, the Administrative any Agent or any LenderGroup Agent, such Originator will will: (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary necessary; (b) on the Closing Date and from time to time, if requested thereafter, and solely with respect to each Originator, post at the financial reporting offices of such Originator a legend pursuant to Section 4.1(i); and (c) all releases, estoppels and no-interest letters from any Person who has made a registration or appropriatefiling against the applicable Originator after the Closing Date that could be relied upon to perfect or protect an interest in the Receivables, confirming that such registration or filing does not perfect or protect an interest in the Receivables and that such Person will not rely on such registration or filing for such purpose. Each Originator hereby authorizes the Buyer Purchaser or its designee or assignee designees (including, without limitation, the Administrative any Agent) to file one or more financing statements or continuation financing change statements, and amendments thereto applications for registration and assignments thereof, without the consent of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated generated, as the case may be, by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Purchaser or its designee or assignee designees (including, without limitation, the Administrative any Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Purchaser or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such Originator.