Common use of Further Actions Evidencing Purchases Clause in Contracts

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, from time to time, at their expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will upon the request of any Secondary Purchaser or the Administrative Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shallwill, and shall cause each will require that the Originator towill, from time to time, at their its own expense, promptly execute and deliver all further instruments and documents, documents and take all further actions, actions that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests in the Pool Receivables purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each or the Originator will will, upon the request of any Secondary Purchaser or the Administrative Agent or any Purchaser Agent: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent or any Purchaser Agent may reasonably request, to perfect, protect or evidence such Receivable InterestsInterests in the Pool Receivables; and (ii) xxxx mxxx conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; Administrative Agent and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary PurchasersPurchaser Agents, evidencing that Receivable Interests therein have been sold; provided that nothing in this Section 4.05(a) shall require the actions specified in clauses (ii) and (iii) may be directed by Seller to take any action with respect to the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination EventIdentifiable Combined Assets. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Receivables, the Related Security, the related Contracts Security and the Collections with respect thereto without the signature of the Seller where permitted by lawthereto. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or The Seller authorizes the Administrative Agent may (but shall not be required to) performto take any and all steps in the Seller’s name and on behalf of the Seller that are reasonably necessary or desirable, or cause performance of, such obligation; and such Secondary Purchaser's or in the determination of the Administrative Agent's costs , to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller’s name on checks and expenses incurred in connection therewith shall be payable by other instruments representing Collections of Pool Receivables and enforcing the Seller (if Pool Receivables and the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicableRelated Security.

Further Actions Evidencing Purchases. (a) The Seller shallwill, and shall cause will require that each Originator toof the Originators will, from time to time, at their its own expense, promptly execute and deliver all further instruments and documents, documents and take all further actions, actions that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests in the Pool Receivables purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will or the Originators will, upon the request of any Secondary Purchaser or the Administrative Agent or any Purchaser Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent or any Purchaser Agent may reasonably request, to perfect, protect or evidence such Receivable InterestsInterests in the Pool Receivables; and (ii) xxxx conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; Administrative Agent and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary PurchasersPurchaser Agents, evidencing that Receivable Interests therein have been sold; provided that nothing in this Section 4.05(a) shall require the actions specified in clauses (ii) and (iii) may be directed by Seller to take any action with respect to the Required Secondary Purchasers Identifiable Combined Assets or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination EventEquipment Sale Receivables. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Receivables, the Related Security, the related Contracts Security and the Collections with respect thereto without the signature of the Seller where permitted by lawthereto. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or The Seller authorizes the Administrative Agent may (but shall not be required to) performto take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, or cause performance of, such obligation; and such Secondary Purchaser's or in the determination of the Administrative Agent's costs , to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller’s name on checks and expenses incurred in connection therewith shall be payable by other instruments representing Collections of Pool Receivables and enforcing the Seller (if Pool Receivables and the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicableRelated Security.

Further Actions Evidencing Purchases. (a) The Seller shallwill, and shall cause each will require that the Originator towill, from time to time, at their its own expense, promptly execute and deliver all further instruments and documents, documents and take all further actions, actions that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests in the Pool Receivables purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each or the Originator will will, upon the request of any Secondary Purchaser or the Administrative Agent or any Purchaser Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent or any Purchaser Agent may reasonably request, to perfect, protect or evidence such Receivable InterestsInterests in the Pool Receivables; and (ii) xxxx conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; Administrative Agent and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary PurchasersPurchaser Agents, evidencing that Receivable Interests therein have been sold; provided that nothing in this Section 4.05(a) shall require the actions specified in clauses (ii) and (iii) may be directed by Seller to take any action with respect to the Required Secondary Purchasers Identifiable Combined Assets or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination EventEquipment Sale Receivables. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Receivables, the Related Security, the related Contracts Security and the Collections with respect thereto without the signature of the Seller where permitted by lawthereto. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or The Seller authorizes the Administrative Agent may (but shall not be required to) performto take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, or cause performance of, such obligation; and such Secondary Purchaser's or in the determination of the Administrative Agent's costs , to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller’s name on checks and expenses incurred in connection therewith shall be payable by other instruments representing Collections of Pool Receivables and enforcing the Seller (if Pool Receivables and the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicableRelated Security.

Further Actions Evidencing Purchases. (a) The Seller shallwill, and shall cause will require that each Originator toof the Originators will, from time to time, at their its own expense, promptly execute and deliver all further instruments and documents, documents and take all further actions, actions that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will or the Originators will, upon the request of any Secondary Purchaser or the Administrative Agent Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; and (ii) xxxx mxxx conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersAgent, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Receivables, the Related Security, the related Contracts Security and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If The Seller authorizes the Collection Agent fails to perform take any and all steps in the Seller’s name and on behalf of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if that are necessary or desirable, in the Collection Agent that fails determination of the Agent, to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04collect amounts due under the Pool Receivables, as applicableincluding, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections of Pool Receivables and enforcing the Pool Receivables and the Related Security.

Further Actions Evidencing Purchases. (a) The Each Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Buyer or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the sale, transfer and assignment of Receivable Assets by such Seller to the Buyer hereunder and the Receivable Interests purchased hereunderby the Owners under the Receivables Purchase Agreement, or to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Receivables Purchase Agreement. Without limiting the foregoing, the each Seller and each Originator will will, upon the request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, (i) execute (to the extent necessary) and file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may reasonably request, to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests; (ii) xxxx conspicuously each invoice evidencing each Pool Seller Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersBuyer or the Agent, as applicable, evidencing that Receivable Interests therein such Seller Receivables have been sold, transferred and assigned to the Buyer in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Seller Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Each Seller hereby authorizes each of the Administrative Buyer and the Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, statements and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the such Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent Crown (USA) in its capacity as Buyer’s Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may may, upon prior written notice to Crown (but shall not be required to) USA), itself perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the Buyer incurred in connection therewith shall be payable by the applicable Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.047.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Buyer or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Transfer of Receivable Interests Assets by the Seller to the Buyer hereunder and the Transfer of Purchased Property purchased hereunderby the Owners under the Canadian Receivables Purchase Agreement, or to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Canadian Receivables Purchase Agreement. Without limiting the foregoing, the Seller and each Originator will will, upon the request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, in order to perfect, protect or evidence such Transfers: (i) execute and execute, authenticate and/or file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; (ii) xxxx conspicuously each invoice evidencing each Pool Seller Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersBuyer or the Agent, as applicable, evidencing that Receivable Interests therein such Seller Receivables have been soldTransferred to the Buyer in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool the Seller Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller hereby authorizes each of the Administrative Buyer and the Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, statements or other applicable filings and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement or other applicable filing where permitted by law. (c) If the Collection Agent PolyOne in its capacity as Buyer’s Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may (but shall not be required to) may, upon prior written notice to PolyOne, itself perform, or cause performance of, such obligation; , and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the Buyer incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.047.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, from time to time, at their expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will upon the request of any Secondary Purchaser or the Administrative Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's ’s or the Administrative Agent's ’s costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.

Further Actions Evidencing Purchases. (a) The Each Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Buyer or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the sale, transfer and assignment of Receivable Assets by such Seller to the Buyer hereunder and the Receivable Interests purchased hereunderby the Owners under the Receivables Purchase Agreement, or to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Receivables Purchase Agreement. Without limiting the foregoing, the each Seller and each Originator will will, upon the request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, (i) execute and file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may reasonably request, to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests; (ii) xxxx mark conspicuously each invoice evidencing each Pool Selxxx Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersBuyer or the Agent, as applicable, evidencing that Receivable Interests therein such Seller Receivables have been sold, transferred and assigned to the Buyer in accordance with this Agreement; and (iii) xxxx mark its master data processing records evidencing evidenxxxx such Pool Seller Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Each Seller hereby authorizes each of the Administrative Buyer and the Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, statements and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the such Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent Crown (USA) in its capacity as Buyer's Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may may, upon prior written notice to Crown (but shall not be required to) USA), itself perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the Buyer incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.047.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller ------------------------------------- shall, and shall cause each Originator Seller Subsidiary to, from time to time, at their expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Certificates. Without limiting the foregoing, the Seller and each Originator Seller Subsidiary will upon the request of any Secondary Purchaser or the Administrative Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by -------- the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific the Seller or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.

Further Actions Evidencing Purchases. (a) The Each Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirable, or that the Buyer or the Administrative Agent may, or any Secondary that the Administrative Agent shall at the request of the Majority Managing Agents or the Majority Purchaser may Groups, reasonably request, in order to perfect, protect or more fully evidence the sale, transfer and assignment of Receivable Assets by such Seller to the Buyer hereunder and the Receivable Interests purchased hereunderby the Owners under the Purchase Agreements, in each case free and clear of any Adverse Claim other than Adverse Claims contemplated by the Transaction Documents, or to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Purchase Agreements. Without limiting the foregoing, the each Seller and each Originator will (in the case of clause (ii) below) the Buyer's Servicer will, upon the reasonable request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, (i) execute and file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may may, or that the Administrative Agent shall at the request of the Majority Managing Agents or the Majority Purchaser Groups, reasonably request, in order to perfect, protect or evidence such sales, transfers and assignments of the Seller Receivables and the Receivable Interests; Interests and (ii) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence and during the continuance of an Event of Termination or a Potential Termination EventEvent of Termination, and at the request of the Administrative Agent, provide Records with respect to the Seller Receivables and the related Contracts to the Administrative Agent. (b) The Each Seller hereby authorizes each of the Buyer and the Administrative Agent acting together or alone (upon prior written notice to such Seller, except in the case of filing continuation statements) to file one or more financing or continuation statements, statements and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the such Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent WORLDCOM in its capacity as Buyer's Servicer or any Seller fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Administrative Agent or the Buyer incurred in connection therewith shall be payable by the each of WORLDCOM or such Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.047.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shallwill, and shall cause will require that each Originator toof the Originators will, from time to time, at their its own expense, promptly execute and deliver all further instruments and documents, documents and take all further actions, actions that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests in the Pool Receivables purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will or the Originators will, upon the request of any Secondary Purchaser or the Administrative Agent or any Purchaser Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent or any Purchaser Agent may reasonably request, to perfect, protect or evidence such Receivable InterestsInterests in the Pool Receivables; and (ii) xxxx mxxx conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersAdministrative Agent and the Purchaser Agents, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold. ; provided that nothing in this Section 4.05(a) shall require the actions specified in clauses (ii) and (iii) may be directed by Seller to take any action with respect to the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination EventIdentifiable Combined Assets. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Receivables, the Related Security, the related Contracts Security and the Collections with respect thereto without the signature of the Seller where permitted by lawthereto. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or The Seller authorizes the Administrative Agent may (but shall not be required to) performto take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, or cause performance of, such obligation; and such Secondary Purchaser's or in the determination of the Administrative Agent's costs , to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller’s name on checks and expenses incurred in connection therewith shall be payable by other instruments representing Collections of Pool Receivables and enforcing the Seller (if Pool Receivables and the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicableRelated Security.

Further Actions Evidencing Purchases. (a) The Each Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Buyer or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence or maintain the validity and effectiveness of the sale, transfer and assignment of Receivable Assets by such Seller to the Buyer hereunder and the Receivable Interests purchased hereunderby the Purchasers under the Receivables Purchase Agreement, or to carry out more effectively the purposes of the Transaction Documents and to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the other Transaction Documents. Without limiting the foregoing, the each Seller and each Originator will will, upon the request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests: (i) execute and execute, authenticate and/or file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; (ii) from and after April 1, 2008, xxxx conspicuously each invoice evidencing each Pool Seller Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing legend stating that Receivable Interests therein such Seller Receivables have been sold, transferred and assigned to the Buyer in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Seller Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Each Seller hereby authorizes each of the Administrative Buyer and the Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, statements and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the such Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent Lyondell in its capacity as Buyer’s Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may (but shall not be required to) may, upon prior written notice to Lyondell, itself perform, or cause performance of, such obligation; , and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the Buyer incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.048.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, from time to time, at their its expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Agent, the Purchaser or, provided that an FSA Default has not occurred, FSA may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunderinterest of the Purchaser in the Purchased Receivables, or to enable any Secondary the Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the other Related Documents. Without limiting the foregoing, the Seller and each Originator will upon the request of any Secondary Purchaser or the Purchaser, the Administrative Agent or, provided that an FSA Default has not occurred, FSA (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary the Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been soldPurchased Receivables; and (iiiii) xxxx its master data processing records evidencing such Pool Purchased Receivables and the related Contracts with a legend, acceptable to the Secondary PurchasersPurchaser, evidencing that Receivable Interests interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Purchased Receivables and the Related Security(other than Financed Vehicles securing a Purchased Receivable), the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law, PROVIDED, that nothing contained herein shall be deemed to give any Person authority to sign on behalf of the Seller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent Servicer fails to perform any of its obligations hereunder, any Secondary the Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary the Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent Servicer that fails to so perform is Georgia-Pacific BusLease or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicableSECTION 8.01.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Buyer or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the sale, transfer and assignment of Receivable Assets by the Seller to the Buyer hereunder and the Receivable Interests purchased hereunderby the Owners under the Second Amended and Restated Receivables Purchase Agreement, or to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Second Amended and Restated Receivables Purchase Agreement. Without limiting the foregoing, the Seller and each Originator will will, upon the request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests: (i) execute and execute, authenticate and/or file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; (ii) xxxx conspicuously each invoice evidencing each Pool Seller Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersBuyer or the Agent, as applicable, evidencing that Receivable Interests therein such Seller Receivables have been sold, transferred and assigned to the Buyer in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Seller Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller hereby authorizes each of the Administrative Buyer and the Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, statements and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement or other applicable filing where permitted by law. (c) If the Collection Agent PolyOne in its capacity as Buyer’s Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may (but shall not be required to) may, upon prior written notice to PolyOne, itself perform, or cause performance of, such obligation; , and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the Buyer incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.047.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause the Servicer each Originator to, agree that from time to time, at their the Seller's expense, each will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may at its election, and shall at the request of the Majority Managing Agents, reasonably request, in order to perfect, protect or more fully evidence the sale, transfer and assignment of the Receivable Interests purchased hereunderby the Owners hereunder free and clear of any Adverse Claim other than Adverse Claims contemplated by the Transaction Documents, or to enable any Secondary Purchaser of them or the Administrative Agent or any Managing Agent to exercise and enforce any of their respective rights and remedies hereunderhereunder or under the Certificates. Without limiting the generality of the foregoing, the Seller and each Originator (in the case of clause (ii) below) the Servicer will upon the reasonable request of any Secondary Purchaser or the Administrative Agent Agent: (i) execute and file such financing or continuation statements, or amendments theretothereto or assignments thereof, and such other instruments and documentsor notices, that as may be necessary or desirable, or that any Secondary Purchaser or as the Administrative Agent may reasonably at its election, and shall at the request of the Majority Managing Agents, request, in order to perfect, protect or evidence such Receivable Interests; and (ii) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence and during the continuance of an Event of Termination or a Potential Termination EventEvent of Termination, provide Records with respect to the Pool Receivables and the related Contracts to the Administrative Agent. (b) The Seller hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments theretothereto and assignments thereof, relating to all or any of the Contracts, or Pool Receivables and the Related Security, the related Contracts Security and the Collections with respect thereto thereto, 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 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 the Collection Agent Servicer or the Seller fails to perform any of its obligations hereunderagreement contained herein, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such obligation; agreement, and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Administrative Agent incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under SECTION 10.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.04SECTION 12.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, from time to time, at their expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will upon the request of any Secondary Purchaser or the Administrative Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's ’s or the Administrative Agent's ’s costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shallwill, and shall cause each will require that the Originator towill, from time to time, at their its own expense, promptly execute and deliver all further instruments and documents, documents and take all further actions, actions that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests in the Pool Receivables purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each or the Originator will will, upon the request of any Secondary Purchaser or the Administrative Agent or any Purchaser Agent: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent or any Purchaser Agent may reasonably request, to perfect, protect or evidence such Receivable InterestsInterests in the Pool Receivables; and (ii) xxxx conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; Administrative Agent and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary PurchasersPurchaser Agents, evidencing that Receivable Interests therein have been sold; provided that nothing in this Section 4.05(a) shall require the actions specified in clauses (ii) and (iii) may be directed by Seller to take any action with respect to the Required Secondary Purchasers Identifiable Combined Assets or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination EventEquipment Sale Receivables. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.Pool

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, from time to time, at their expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will upon the request of any Secondary Purchaser or the Administrative Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.

Further Actions Evidencing Purchases. (a) The Each Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Buyer or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the sale, transfer and assignment of Receivable Interests purchased hereunderAssets by such Seller to the Buyer hereunder and the sale, transfer and assignment of Receivable Interest by the Buyer to the Owners under the Receivables Purchase Agreement, or to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Receivables Purchase Agreement. Without limiting the foregoing, the each Seller and each Originator will will, upon the request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, (i) execute (to the extent necessary) and file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may reasonably request, to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests; (ii) xxxx mxxx conspicuously each invoice evidencing each Pool Seller Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersBuyer or the Agent, as applicable, evidencing that Receivable Interests therein such Seller Receivables have been sold, transferred and assigned to the Buyer in accordance with this Agreement; and (iii) xxxx mxxx its master data processing records evidencing such Pool Seller Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Each Seller hereby authorizes each of the Administrative Buyer and the Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, statements and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the such Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent Crown (USA) in its capacity as Buyer’s Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may may, upon prior written notice to Crown (but shall not be required to) USA), itself perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the Buyer incurred in connection therewith shall be payable by the applicable Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.047.04, as applicable.

Further Actions Evidencing Purchases. (a) The Each Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Buyer or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence or maintain the validity and effectiveness of the sale, transfer and assignment of Receivable Assets by such Seller to the Buyer hereunder and the Receivable Interests purchased hereunderby the Purchasers under the Receivables Purchase Agreement, or to carry out more effectively the purposes of the Transaction Documents and to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the other Transaction Documents. Without limiting the foregoing, the each Seller and each Originator will will, upon the request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests: (i) execute and execute, authenticate and/or file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; (ii) xxxx mxxx conspicuously each invoice evidencing each Pool Seller Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersBuyer or the Agent, as applicable, evidencing that Receivable Interests therein such Seller Receivables have been sold, transferred and assigned to the Buyer in accordance with this Agreement; and (iii) xxxx mxxx its master data processing records evidencing such Pool Seller Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Each Seller hereby authorizes each of the Administrative Buyer and the Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, statements and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the such Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent Chemtura in its capacity as Buyer’s Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may (but shall not be required to) may, upon prior written notice to Chemtura, itself perform, or cause performance of, such obligation; , and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the Buyer incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.048.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Each Originator to, agrees from time to time, at their its expense, to promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Operating Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser the Investors or the Administrative Operating Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will (i) upon the request of any Secondary Purchaser or the Administrative Agent (i) Operating Agent, execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Operating Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; (ii) xxxx conspicuously each invoice its master data processing records evidencing each the Pool Receivable and the related Contract Receivables with a legend, reasonably acceptable to the Secondary PurchasersOperating Agent, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the request of the Operating Agent after the occurrence and during the continuance of an Event of Termination or an Incipient Bankruptcy Event of Termination, xxxx conspicuously each invoice evidencing each Pool Receivable with such a Potential Termination Event. (b) legend. Each Originator authorizes the Seller or the Operating Agent to file financing statements or other applicable registrations under the PPSA and the Civil Code of Quebec with respect to the Originator Purchase Agreement as permitted by the UCC, the PPSA and the Civil Code of Quebec. The Seller authorizes the Administrative Operating Agent to file financing statements or continuation statements, other applicable registrations under the PPSA and amendments thereto, relating the Civil Code of Quebec with respect to the Pool Receivables Originator Purchase Agreement as permitted by the UCC, the PPSA and the Related SecurityCivil Code of Quebec, including financing statements under the related Contracts and UCC in respect of all the Collections with respect thereto without the signature assets of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by lawSeller. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.

Further Actions Evidencing Purchases. (a) The Each Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will upon the request of any Secondary Purchaser or the Administrative Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary Purchaser Buyer or the Administrative Agent may reasonably request, to perfect, protect or more fully evidence or maintain the validity and effectiveness of the sale, transfer and assignment of the Receivables, Related Security and Collections by such Seller to the Buyer hereunder, the transfer of the Residual Interest pursuant to the Contribution Agreement and the Receivable Interests purchased by the Purchasers under the Second Tier Agreement, to carry out more effectively the purposes of the Transaction Documents and to enable any of them or the Administrative Agent or the Co-Collateral Agents to exercise and enforce their respective rights and remedies hereunder or under the other Transaction Documents. Without limiting the foregoing, each Seller will, in order to perfect, protect or evidence such Receivable Interestssales, transfers and assignments and such interests in the Receivables: (i) file or cause to be filed such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices as the Buyer or the Administrative Agent may reasonably request; (ii) from and after the date hereof, xxxx conspicuously each invoice evidencing each Pool Receivable with a legend stating that such Receivable and the related Contract with a legendhas been sold, acceptable transferred and assigned to the Secondary Purchasers, evidencing that Receivable Interests therein have been soldSeller; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Each Seller hereby authorizes each of the Buyer and the Administrative Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Residual Interest, the Contracts, the Receivables, the Related SecuritySecurity and Collections, the related Contracts and the Collections with respect thereto 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 the Residual Interest, the Contracts, the Receivables, the Related Security and Collections shall be sufficient as a financing statement where permitted by law. (c) If the Originator in its capacity as Buyer’s Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such obligation; , and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Administrative Agent or the Buyer incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 7 or an Affiliate thereof) as provided in Section 8.01 or Section 9.0410.5, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator Seller Subsidiary to, from time to time, at their expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Certificates. Without limiting the foregoing, the Seller and each Originator Seller Subsidiary will upon the request of any Secondary Purchaser or the Administrative Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific the Seller or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shallwill, and shall cause each will require that the Originator towill, from time to time, at their its own expense, promptly execute and deliver all further instruments and documents, documents and take all further actions, actions that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests in the Pool Receivables purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each or the Originator will will, upon the request of any Secondary Purchaser or the Administrative Agent or any Purchaser Agent: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent or any Purchaser Agent may reasonably request, to perfect, protect or evidence such Receivable InterestsInterests in the Pool Receivables; and (ii) xxxx mark conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; Administrative Agent and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary PurchasersPurchaser Agents, evidencing that Receivable Interests therein have been sold; provided that nothing in this Section 4.05(a) shall require the actions specified in clauses (ii) and (iii) may be directed by Seller to take any action with respect to the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination EventIdentifiable Combined Assets. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Receivables, the Related Security, the related Contracts Security and the Collections with respect thereto without the signature of the Seller where permitted by lawthereto. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or The Seller authorizes the Administrative Agent may (but shall not be required to) performto take any and all steps in the Seller’s name and on behalf of the Seller that are reasonably necessary or desirable, or cause performance of, such obligation; and such Secondary Purchaser's or in the determination of the Administrative Agent's costs , to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller’s name on checks and expenses incurred in connection therewith shall be payable by other instruments representing Collections of Pool Receivables and enforcing the Seller (if Pool Receivables and the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicableRelated Security.

Further Actions Evidencing Purchases. (a) The Seller shallSubject to the last sentence of Section 2.03(b), and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative SPV or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence or maintain the validity and effectiveness of the sale, transfer and assignment of Receivable Assets by such Originator to the SPV hereunder and the Receivable Interests purchased hereunderby the Purchasers under the Receivables Purchase Agreement, or to carry out more effectively the purposes of the Transaction Documents and to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the other Transaction Documents. Without limiting the foregoing, the Seller and each Originator will will, upon the request of any Secondary Purchaser the SPV or the Administrative Agent Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests: (i) execute and file or caused to be filed such financing or continuation statements, statements or amendments theretothereto or assignments thereof, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the SPV or the Administrative Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; (ii) during the continuance of any Event of Termination, xxxx conspicuously each invoice evidencing each Pool Originator Receivable with a legend stating that such Originator Receivables and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold, transferred and assigned to the SPV in accordance with this Agreement; and (iii) during the continuance of any Event of Termination, xxxx its master data processing records evidencing such Pool Originator Receivables and related Contracts with a such legend, acceptable . Notwithstanding anything to the Secondary Purchaserscontrary in this Agreement or any Transaction Document, evidencing that Receivable Interests therein have been sold; provided that in no event will any Transaction Party be required (nor shall the actions specified in clauses Agent or any Purchaser be entitled) to notify any Obligor of the sale of any Originator Receivables or any Related Security from any Originator to the SPV (ii) and (iii) may be directed or the subsequent sale thereof by the Required Secondary Purchasers or SPV to the Administrative Agent only upon the occurrence of Purchasers) unless an Event of Termination then exists, it being understood and agreed that this sentence shall not in any way limit the ability of the SPV or a Potential Termination Eventthe Agent to file financing statements and other similar documents that are contemplated by Section 2.01(c) hereof and Section 6.5(b) of the Receivables Purchase Agreement. (b) The Seller Each Originator hereby authorizes each of the Administrative SPV and the Agent acting together or alone to file (with a copy provided to the Originator) one or more financing or continuation statements, statements and amendments theretothereto and assignments thereof, relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the Seller such Originator where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent FNIS in its capacity as SPV’s Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the SPV or the Administrative Agent may (but shall not be required to) may, upon prior written notice to FNIS, itself perform, or cause performance of, such obligation; , and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the SPV incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific Originator under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.048.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, from time to time, at their expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will upon the request of any Secondary Purchaser or the Administrative Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and -------- (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicable.

Further Actions Evidencing Purchases. (a) The Seller shallwill, and shall cause each will require that the Originator towill, from time to time, at their its own expense, promptly execute and deliver all further instruments and documents, documents and take all further actions, actions that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests in the Pool Receivables purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each or the Originator will will, upon the request of any Secondary Purchaser or the Administrative Agent or any Purchaser Agent: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent or any Purchaser Agent may reasonably request, to perfect, protect or evidence such Receivable InterestsInterests in the Pool Receivables; and (ii) xxxx conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; Administrative Agent and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary PurchasersPurchaser Agents, evidencing that Receivable Interests therein have been sold; provided that nothing in this Section 4.05(a) shall require the actions specified in clauses (ii) and (iii) may be directed by Seller to take any action with respect to the Required Secondary Purchasers Identifiable Combined Assets or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination EventEquipment Sale Receivables. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Receivables, the Related Security, the related Contracts Security and the Collections with respect thereto without the signature of the Seller where permitted by lawthereto. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent fails to perform any of its obligations hereunder, any Secondary Purchaser or The Seller authorizes the Administrative Agent may (but shall not be required to) performto take any and all steps in the Seller’s name and on behalf of the Seller that are reasonably necessary or desirable, or cause performance of, such obligation; and such Secondary Purchaser's or in the determination of the Administrative Agent's costs , to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller’s name on checks and expenses incurred in connection therewith shall be payable by other instruments representing Collections of Pool Receivables and enforcing the Seller (if Pool Receivables and the Collection Agent that fails to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicableRelated Security.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, from time to time, at their its expense, promptly execute and deliver all further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Secondary Agent, the Purchaser or, provided that an FSA Default has not occurred, FSA may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunderinterest of the Purchaser in the Purchased Receivables, or to enable any Secondary the Purchaser or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the other Related Documents. Without limiting the foregoing, the Seller and each Originator will upon the request of any Secondary Purchaser or the Purchaser, the Administrative Agent or, provided that an FSA Default has not occurred, FSA (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that any Secondary the Purchaser or the Administrative Agent may reasonably request, 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 Secondary Purchasers, evidencing that Receivable Interests therein have been soldPurchased Receivables; and (iiiii) xxxx its master data processing records evidencing such Pool Purchased Receivables and the related Contracts with a legend, acceptable to the Secondary PurchasersPurchaser, evidencing that Receivable Interests interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto, relating to the Pool Purchased Receivables and the Related Security(other than Financed Vehicles securing a Purchased Receivable), the related Contracts and the Collections with respect thereto without the signature of the Seller where permitted by law, PROVIDED, that nothing contained herein shall be deemed to give any Person authority to sign on behalf of the Seller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Collection Agent Servicer fails to perform any of its obligations hereunder, any Secondary the Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary the Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent Servicer that fails to so perform is Georgia-Pacific BusLease or an Affiliate thereof) as provided in Section 8.01 or Section 9.04, as applicableSECTION 8.01.

Further Actions Evidencing Purchases. (a) The Seller shall, and shall cause each Originator to, agrees that from time to time, at their its expense, it will promptly execute and deliver all further instruments and documents, and take all further actionsaction, that may be necessary or desirablenecessary, or that the Administrative Buyer or the Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Transfer of Receivable Interests Assets by the Seller to the Buyer hereunder and the Transfer of Purchased Property purchased hereunderby the Owners under the Canadian Receivables Purchase Agreement, or to enable any Secondary Purchaser of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunderhereunder or under the Canadian Receivables Purchase Agreement. Without limiting the foregoing, the Seller and each Originator will will, upon the request of any Secondary Purchaser the Buyer or the Administrative Agent Agent, in order to perfect, protect or evidence such Transfers: (i) execute and execute, authenticate and/or file such financing or continuation statements, statements or amendments thereto, and such other instruments and documents, that may be necessary or desirablenecessary, or that any Secondary Purchaser the Buyer or the Administrative Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; (ii) xxxx mxxx conspicuously each invoice evidencing each Pool Seller Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersBuyer or the Agent, as applicable, evidencing that Receivable Interests therein such Seller Receivables have been soldTransferred to the Buyer in accordance with this Agreement; and (iii) xxxx mxxx its master data processing records evidencing such Pool the Seller Receivables and related Contracts with a such legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller hereby authorizes each of the Administrative Buyer and the Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, statements or other applicable filings and amendments thereto, thereto relating to all or any of the Pool Receivables and the Related Security, the related Contracts and the Collections with respect thereto Receivable Assets without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement or other applicable filing where permitted by law. (c) If the Collection Agent PolyOne in its capacity as Buyer’s Servicer fails to perform any of its obligations hereunder, any Secondary Purchaser the Buyer or the Administrative Agent may (but shall not be required to) may, upon prior written notice to PolyOne, itself perform, or cause performance of, such obligation; , and such Secondary Purchaser's or the Administrative Agent's reasonable costs and expenses of the Agent or the Buyer incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is Georgia-Pacific under Section 6.01 or an Affiliate thereof) as provided in Section 8.01 or Section 9.047.04, as applicable.

Further Actions Evidencing Purchases. (a) The Each of the Seller shall, and shall cause each Originator to, the Originators agree from time to time, at their its own expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be reasonably necessary or desirable, or that the Administrative Agent or any Secondary Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable any Secondary Purchaser the Investors, the Banks or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller and each Originator will or the Originators will, upon the request of any Secondary Purchaser or the Administrative Agent Agent (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that any Secondary Purchaser or the Administrative Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; ; (ii) following the occurrence of an Incipient Event of Termination or an Event of Termination, deliver to the Agent and its assignee copies of all Contracts relating to the Receivables and all records relating to such Contracts and the Receivables, whether in hard copy or in magnetic tape or diskette format (which if in magnetic tape or diskette format shall be compatible with the Agent’s or its assignee’s computer equipment); and (iii) after an Incipient Event of Termination or an Event of Termination, xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Secondary PurchasersAgent, evidencing that Receivable Interests therein have been sold; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with a legend, acceptable to the Secondary Purchasers, evidencing that Receivable Interests therein have been sold; provided that the actions specified in clauses (ii) and (iii) may be directed by the Required Secondary Purchasers or the Administrative Agent only upon the occurrence of an Event of Termination or a Potential Termination Event. (b) The Seller authorizes and the Administrative Originators authorize the Agent to file financing or continuation statements, and amendments theretothereto and assignments thereof, relating to the Pool Receivables and Receivables, the Related Security, the related Contracts Security and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If The Seller authorizes the Collection Agent fails Agent, after the occurrence and during the continuation of an Event of Termination or Incipient Event of Termination, to perform take any and all steps in the Seller’s name and on behalf of its obligations hereunder, any Secondary Purchaser or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and such Secondary Purchaser's or the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Seller (if that are necessary or desirable, in the Collection Agent that fails determination of the Agent, to so perform is Georgia-Pacific or an Affiliate thereof) as provided in Section 8.01 or Section 9.04collect amounts due under the Pool Receivables, as applicableincluding, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections of Pool Receivables and enforcing the Pool Receivables and the Related Security.