Common use of Further Actions Evidencing Purchases Clause in Contracts

Further Actions Evidencing Purchases. (a) Subject to the last sentence of Section 2.03(b), each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the SPV or the Agent 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 by the Purchasers under the Receivables Purchase Agreement, to carry out more effectively the purposes of the Transaction Documents and to enable any of them or the Agent to exercise and enforce their respective rights and remedies hereunder or under the other Transaction Documents. Without limiting the foregoing, each Originator will, upon the request of the SPV or the Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests: (i) file or caused to be filed such financing or continuation statements or amendments thereto or assignments thereof, and such other instruments and documents, that may be necessary, or that the SPV or the Agent may reasonably request; (ii) during the continuance of any Event of Termination, xxxx conspicuously each invoice evidencing each Originator Receivable with a legend stating that such Originator Receivables and related Contract 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 Originator Receivables and related Contracts with such legend. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, in no event will any Transaction Party be required (nor shall the 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 (or the subsequent sale thereof by the SPV to the 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 the 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.

Further Actions Evidencing Purchases. (a) Subject to the last sentence of Section 2.03(b), each Originator Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the SPV Buyer or the Agent 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 Seller to the SPV Buyer hereunder and the Receivable Interests purchased by the Purchasers under the Receivables Purchase Agreement, to carry out more effectively the purposes of the Transaction Documents and to enable any of them or the Agent to exercise and enforce their respective rights and remedies hereunder or under the other Transaction Documents. Without limiting the foregoing, each Originator Seller will, upon the request of the SPV Buyer or the Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests: (i) execute, authenticate and/or file or caused to be filed such financing or continuation statements or amendments thereto or assignments thereofthereto, and such other instruments and documents, that may be necessary, or that the SPV Buyer or the Agent may reasonably request; (ii) during the continuance of any Event of Termination, xxxx mxxx conspicuously each invoice evidencing each Originator Seller Receivable and the related Contract with a legend stating legend, acceptable to the Buyer or the Agent, as applicable, evidencing that such Originator Seller Receivables and related Contract have been sold, transferred and assigned to the SPV Buyer in accordance with this Agreement; and (iii) during the continuance of any Event of Termination, xxxx mxxx its master data processing records evidencing such Originator Seller Receivables and related Contracts with such legend. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, in no event will any Transaction Party be required (nor shall the 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 (or the subsequent sale thereof by the SPV to the 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 the 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.

Further Actions Evidencing Purchases. (a) Subject to the last sentence of Section 2.03(b), each Originator Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the SPV Buyer or the Agent 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 Seller to the SPV Buyer hereunder and the Receivable Interests purchased by the Purchasers under the Receivables Purchase Agreement, to carry out more effectively the purposes of the Transaction Documents and to enable any of them or the Agent to exercise and enforce their respective rights and remedies hereunder or under the other Transaction Documents. Without limiting the foregoing, each Originator Seller will, upon the request of the SPV Buyer or the Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests: (i) execute, authenticate and/or file or caused to be filed such financing or continuation statements or amendments thereto or assignments thereofthereto, and such other instruments and documents, that may be necessary, or that the SPV Buyer or the Agent may reasonably request; (ii) during the continuance of any Event of Terminationfrom and after April 1, 2008, xxxx conspicuously each invoice evidencing each Originator Seller Receivable with a legend stating that such Originator Seller Receivables and related Contract have been sold, transferred and assigned to the SPV Buyer in accordance with this Agreement; and (iii) during the continuance of any Event of Termination, xxxx its master data processing records evidencing such Originator Seller Receivables and related Contracts with such legend. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, in no event will any Transaction Party be required (nor shall the 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 (or the subsequent sale thereof by the SPV to the 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 the 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.

Further Actions Evidencing Purchases. (a) Subject to the last sentence of Section 2.03(b), each Originator Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessarynecessary or desirable, or that the SPV 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 more fully evidence or maintain the validity and effectiveness of the sale, transfer and assignment of Receivable Assets by such Originator Seller to the SPV Buyer hereunder and the Receivable Interests purchased by the Purchasers Owners under the Receivables Purchase AgreementAgreements, to carry out more effectively the purposes in each case free and clear of any Adverse Claim other than Adverse Claims contemplated by the Transaction Documents and Documents, or to enable any of them or the Administrative Agent to exercise and enforce their respective rights and remedies hereunder or under the other Transaction DocumentsPurchase Agreements. Without limiting the foregoing, each Originator Seller and (in the case of clause (ii) below) the Buyer's Servicer will, upon the reasonable request of the SPV Buyer or the Administrative 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 or amendments thereto or assignments thereofthereto, and such other instruments and documents, that may be necessary, or that the SPV 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 and (ii) upon the occurrence and during the continuance of any an Event of Termination or Potential Event of Termination, xxxx conspicuously each invoice evidencing each Originator Receivable and at the request of the Administrative Agent, provide Records with a legend stating that such Originator respect to the Seller Receivables and the related Contract have been sold, transferred and assigned Contracts 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 Originator Receivables and related Contracts with such legend. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, in no event will any Transaction Party be required (nor shall the 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 (or the subsequent sale thereof by the SPV to the 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 the 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 AgreementAdministrative Agent.

Further Actions Evidencing Purchases. (a) Subject to the last sentence of Section 2.03(b), each Originator Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the SPV 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 Receivable Assets the Receivables, Related Security and Collections by such Originator Seller to the SPV hereunder Buyer hereunder, the transfer of the Residual Interest pursuant to the Contribution Agreement and the Receivable Interests purchased by the Purchasers under the Receivables Purchase 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 Originator Seller will, upon the request of the SPV or the Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interestsinterests in the Receivables: (i) file or caused cause to be filed such financing or continuation statements statements, or amendments thereto or assignments thereof, and such other instruments and documents, that may be necessary, or that notices as the SPV Buyer or the Administrative Agent may reasonably request; (ii) during from and after the continuance of any Event of Terminationdate hereof, xxxx conspicuously each invoice evidencing each Originator Receivable with a legend stating that such Originator Receivables Receivable and related Contract have has been sold, transferred and assigned to the SPV in accordance with this AgreementSeller; and (iii) during the continuance of any Event of Termination, xxxx its master data processing records evidencing such Originator Receivables and related Contracts with such legend. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, in no event will any Transaction Party be required (nor shall the 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 (or the subsequent sale thereof by the SPV to the 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 the 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.

Further Actions Evidencing Purchases. (a) Subject to the last sentence of Section 2.03(b), each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the SPV Buyer or the Agent 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 the Seller to the SPV Buyer hereunder and the Receivable Interests purchased by the Purchasers Owners under the Second Amended and Restated Receivables Purchase Agreement, to carry out more effectively the purposes of the Transaction Documents and or to enable any of them or the Agent to exercise and enforce their respective rights and remedies hereunder or under the other Transaction DocumentsSecond Amended and Restated Receivables Purchase Agreement. Without limiting the foregoing, each Originator the Seller will, upon the request of the SPV Buyer or the Agent, in order to perfect, protect or evidence such sales, transfers and assignments and such Receivable Interests: (i) execute, authenticate and/or file or caused to be filed such financing or continuation statements or amendments thereto or assignments thereofthereto, and such other instruments and documents, that may be necessary, or that the SPV Buyer or the Agent may reasonably request; (ii) during the continuance of any Event of Termination, xxxx conspicuously each invoice evidencing each Originator Seller Receivable and the related Contract with a legend stating legend, acceptable to the Buyer or the Agent, as applicable, evidencing that such Originator Seller Receivables and related Contract have been sold, transferred and assigned to the SPV Buyer in accordance with this Agreement; and (iii) during the continuance of any Event of Termination, xxxx its master data processing records evidencing such Originator Seller Receivables and related Contracts with such legend. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, in no event will any Transaction Party be required (nor shall the 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 (or the subsequent sale thereof by the SPV to the 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 the 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.