Common use of Further Assurances; Change in Name or Jurisdiction of Origination, etc Clause in Contracts

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesPurchasers) to exercise and enforce the Secured PartiesPurchaser Agents’ and the Purchasers’ rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (y) if requested by the Administrative AgentAdministrator, the Borrower Seller shall cause to be delivered to the Administrative AgentAdministrator, an opinion, in form and substance satisfactory to the Administrative Agent Administrator as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Each Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the each Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the such Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Each Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the such Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Each Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The No Borrower will not change its name, location, identity or corporate structure unless (x) the such Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the such Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablereasonably necessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may reasonably request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall have taken action to cause to be delivered to the Administrative Agent, an opinion, in form and substance reasonably satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured Parties) to exercise and enforce the Secured PartiesPurchasers’ rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including fixture filings and as extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser Agent shall have received at least thirty (30) days’ advance written notice of such change, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAdministrator or any Purchaser, the Borrower Seller shall cause to be delivered to the Administrative Administrator or any Purchaser Agent, an opinion, in form and substance reasonably satisfactory to the Administrative Administrator and such Purchaser Agent as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablenecessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby Seller agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Buyer or its assignee may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction DocumentBuyer’s ownership of the Purchased Receivables, or to enable the Administrative Agent (on behalf of the Secured Parties) Buyer or its assignee to exercise and enforce the Secured Parties’ its respective rights and remedies under this Agreement and the other Transaction DocumentAgreement. Without limiting the foregoing, the Borrower hereby authorizes, and Seller will, upon the request of the Administrative AgentBuyer or its assignee, at the Borrower’s own expense, (A) execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, necessary or desirable or that the Administrative Agent Buyer or its assignee may reasonably request, request to perfect, protect or evidence any the Buyer’s ownership of such Receivables; and (B) following the occurrence of a Termination Event, deliver to the Buyer copies of the foregoinginvoices evidencing the Purchased Receivables (which delivery may be made in electronic form). (ii) The Borrower Seller authorizes the Administrative Agent Buyer or its assignee to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and Seller shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure organization unless (xi) the Borrower, at its own expense, Buyer shall have taken received at least ten (10) days advance written notice of such change and all action by the Seller necessary or appropriate to perfect or maintain the perfection of the security Buyer’s interest under this Agreement in the Receivables and Receivable Property (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Buyer may request in connection with such change) shall have been duly taken and (ii) the new jurisdiction of organization is a State within the United States of America. (iv) The Seller will not change its name, identity or corporate structure or tax identification number or the office at which any records relating to the Receivables are maintained unless the Buyer shall have received at least ten (10) days advance written notice of such change or relocation and all action by the Seller necessary or appropriate to perfect or maintain the perfection of the Buyer’s interest in the Receivables (including, without limitation, the filing of all financing statements and the taking of such other action as the Buyer may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such timehave been duly taken.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Support Assets without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by lawSeller. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware unless the Agent and shall not take any action the Majority Investors have consented to a change its of jurisdiction in writing (such consent to be provided or withheld in the sole discretion of organizationsuch Person). (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation), (y) the Agent and the Majority Investors have consented thereto in writing (such consent to be provided or withheld in the sole discretion of such Person) and (yz) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinionone or more opinions, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction DocumentDocuments, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including as-extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesPurchasers) to exercise and enforce the Secured PartiesPurchasers’ rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organizationorganization other than in accordance with clause (j) above. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser Agent shall have received at least thirty (30) days’ advance written notice of such change, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAdministrator or any Purchaser, the Borrower Seller shall cause to be delivered to the Administrative Administrator or any Purchaser Agent, an opinion, in form and substance satisfactory to the Administrative Administrator and such Purchaser Agent as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. Upon the occurrence and during the continuance of an Event of Default, the Borrower shall take such actions and provide such documentation (and hereby authorizes the Administrative Agent to do the same) as may be requested by the Administrative Agent in order to satisfy the requirements of the Assignment of Claims Act of 1940, and any similar state legislation, with respect to any Receivable the Obligor of which is a United States federal, state or local Governmental Authority. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may reasonably request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance reasonably satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including as-extracted collateral), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will Seller shall not make any change its in the Seller’s name, locationorganization type, identity jurisdiction of formation or corporate structure location or make any other change requiring an amendment of any UCC financing statements unless (x) the BorrowerSeller shall have provided at least thirty (30) days (or such shorter period of time as the Administrative Agent may agree) prior written notice to the Administrative Agent and the Majority Group Agents, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (yz) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower Servicer hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerServicer’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including fixture filings and as extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Servicer authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerServicer. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Servicer shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Servicer will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser Agent shall have received at least ten (10) days’ advance written notice of such change, (y) the Servicer, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (yz) if requested by the Administrative Administrator or any Purchaser Agent, the Borrower Servicer shall cause to be delivered to the Administrative Administrator and each Purchaser Agent, an opinion, in form and substance satisfactory to the Administrative Administrator and each such Purchaser Agent as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablenecessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may reasonably request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance reasonably satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesPurchasers) to exercise and enforce the Secured PartiesPurchaser Agents’ and the Purchasers’ rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Subject to clause (iii) above, the Seller will not change its name, location, identity or corporate entity structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (y) if requested by the Administrative AgentAdministrator, the Borrower Seller shall cause to be delivered to the Administrative AgentAdministrator, an opinion, in form and substance satisfactory to the Administrative Agent Administrator as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware unless the Administrative Agent and shall not take any action the Majority Group Agents have consented to a change its of jurisdiction in writing (such consent to be provided or withheld in the sole discretion of organizationsuch Person). (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation), (y) the Administrative Agent and the Majority Group Agents have consented thereto in writing (such consent to be provided or withheld in the sole discretion of such Person) and (yz) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinionone or more opinions, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document; provided, however, that unless requested by the Administrative Agent, subject to the receipt of any consent required by the CPUC, following the occurrence of an Event of Default or a Termination Event, no filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Government Receivables shall be required to be made. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements; provided, continuation statements and amendments thereto and assignments thereofhowever, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure that unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, subject to the Borrower receipt of any consent required by the CPUC, following the occurrence of an Event of Default or a Termination Event, no filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Government Receivables shall cause be required to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such timemade.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Principal may reasonably request, to perfect, protect or more fully evidence the purchases made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction DocumentAgreement, or to enable Agent or the Administrative Agent (on behalf of the Secured Parties) Principals to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the other Transaction DocumentAgreement. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s its own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including fixture filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent or any Principal may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower such purchases. Seller authorizes the Administrative Agent to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to any of the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Purchased Assets without the signature of the Borrowersuch Person. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower . Seller shall at all times be organized under the laws of the State of Delaware its organization at the date hereof and shall not take any action to change its jurisdiction of organization. (iv) The Borrower . Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAgent shall have received at least thirty (30) days’ advance written notice of such change, (y) Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement purchases (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent or any Principal may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAgent or any Principal, the Borrower Seller shall cause to be delivered to the Administrative AgentAgent and each Principal, an opinion, in form and substance satisfactory to the Administrative Agent and each Principal as to such UCC perfection and priority matters as the Administrative Agent a such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and Issuer hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and Issuer will, upon the request of the Administrative Agent, at the BorrowerIssuer’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Issuer authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by lawCollateral. (iii) The Borrower Issuer shall at all times be organized under the laws of the State of Delaware Luxembourg and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Issuer will not change its name, location, identity or corporate structure unless (x) the BorrowerIssuer, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may reasonably request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Issuer shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time. (v) The Issuer will conduct its business and affairs such that, at all times, its center of main interests for the purposes of the Insolvency Regulation shall be and remain in Luxembourg.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, necessary or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Support Assets without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC and PPSA perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance reasonably satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may reasonably request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Support Assets without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organizationorganization without the prior written consent of the Administrative Agent. (iviii) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Such Originator hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablereasonably necessary, or that the Administrative Agent Buyer or its assigns may reasonably request, to perfect, protect or more fully evidence the ownership interest or backup security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) Buyer or its assigns to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the other Transaction DocumentDocuments to which such Originator is a party. Without limiting the foregoing, the Borrower such Originator hereby authorizes, and will, upon the reasonable request of the Administrative AgentBuyer or its assigns, at the Borrowersuch Originator’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary, or that the Administrative Agent Buyer or its assigns may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Such Originator authorizes the Administrative Agent Buyer or its assigns to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Sold Assets without the signature of the BorrowerBuyer. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Such Originator shall at all times be organized under the laws of the State of Delaware its respective organization as set forth on Exhibit B and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Such Originator will not change its name, location, identity or corporate structure unless (x) the Borrowersuch Originator, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the ownership interest and backup security interest under contemplated by this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Buyer or its assigns may reasonably request in connection with such change or relocation) and (y) if reasonably requested by the Administrative AgentBuyer or its assigns, the Borrower such Originator shall cause to be delivered to the Administrative AgentBuyer or its assigns, an opinion, in form and substance reasonably satisfactory to the Administrative Agent Buyer or its assigns as to such UCC perfection and priority matters as the Administrative Agent Buyer or its assigns may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower hereby Seller xxxxxx authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Pool Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Supporting Assets without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Supporting Assets without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organizationorganization unless prior notice is provided in accordance with Section 7.01(d)(v). (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) prior notice is provided in accordance with Section 7.01(d)(v), (y) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (yz) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document; provided, however, that unless requested by the Administrative Agent, subject to the receipt of any consent required by the CPUC, following the occurrence of an Event of Default or a Termination Event, no filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Government Receivables shall be required to be made. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing; provided, however, that unless requested by the Administrative Agent, subject to the receipt of any consent required by the CPUC, following the occurrence of an Event of Default or a Termination Event, no filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Government Receivables shall be required to be made. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall will not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity corporate structure or corporate structure form unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation), (y) the Administrative Agent and the Majority Group Agents have consented thereto in writing and (yz) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinionone or more opinions, in form and substance reasonably satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may reasonably request at such time. (iv) The Borrower will not change its name unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation), (y) the Administrative Agent and each Group Agent have received all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act as it shall request and (z) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may reasonably request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may reasonably request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Originator hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablereasonably necessary, or that the Administrative Agent Buyer or its assigns may reasonably request, to perfect, protect or more fully evidence the ownership interest or backup security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) Buyer or its assigns to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the other Transaction DocumentDocuments to which the Originator is a party. Without limiting the foregoing, the Borrower Originator hereby authorizes, and will, upon the reasonable request of the Administrative AgentBuyer or its assigns, at the BorrowerOriginator’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary, or that the Administrative Agent Buyer or its assigns may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Originator authorizes the Administrative Agent Buyer or its assigns to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Sold Assets without the signature of the BorrowerBuyer. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Originator shall at all times be organized under the laws of the State of Delaware its respective organization as set forth on Exhibit A and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Originator will not change its name, location, identity or corporate structure unless (x) the BorrowerOriginator, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the ownership interest and backup security interest under contemplated by this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Buyer or its assigns may reasonably request in connection with such change or relocation) and (y) if reasonably requested by the Administrative AgentBuyer or its assigns, the Borrower Originator shall cause to be delivered to the Administrative AgentBuyer or its assigns, an opinion, in form and substance reasonably satisfactory to the Administrative Agent Buyer or its assigns as to such UCC perfection and priority matters as the Administrative Agent Buyer or its assigns may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Each SPV Entity hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower each SPV Entity hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrowersuch SPV Entity ’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Each SPV Entity authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Supporting Assets without the signature of the Borrowersuch SPV Entity. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will Canadian Guarantor shall at all times be organized under the laws of the Province of British Columbia, and shall not take any action to change its name, location, identity or corporate structure unless jurisdiction of organization without thirty (x30) days prior written notice to the BorrowerAdministrative Agent and the Canadian Guarantor, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (includingincluding the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change). (v) No SPV Entity will change its name, without limitationlocation, identity or corporate structure unless (x) the Administrative Agent has consented thereto in writing, (y) each SPV Entity, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (yz) if requested by the Administrative Agent, the Borrower each SPV Entity shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC or PPSA perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower SPE hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablereasonably necessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower SPE hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSPE’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower SPE authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Supporting Assets without the signature of the BorrowerSPE. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower SPE shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower SPE will not change its name, location, identity or corporate structure unless (x) the BorrowerSPE, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may reasonably request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower SPE shall cause to be delivered to the Administrative Agent, an opinion, in form and substance reasonably satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the BorrowerCollateral. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate entity structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablereasonably necessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including as-extracted collateral), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance reasonably satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may reasonably request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware North Carolina and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction DocumentDocuments, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including as-extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organizationorganization without the prior written consent of the Administrative Agent and the Majority Group Agents. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesIssuer) to exercise and enforce the Secured Parties’ Issuer’s rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, Security and the related Contracts, Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and the Issuer shall have received at least 20 days’ advance written notice of such change, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAdministrator or the Issuer, the Borrower Seller shall cause to be delivered to the Administrative AgentAdministrator or the Issuer, an opinion, in form and substance satisfactory to the Administrative Agent Administrator and the Issuer as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablereasonably necessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may reasonably request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance reasonably satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrative Agent and each Purchaser shall have received at least 20 days’ advance written notice of such change, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAgent or any Purchaser, the Borrower Seller shall cause to be delivered to the Administrative AgentAgent and each Purchaser, an opinion, in form and substance satisfactory to the Administrative Agent and each Purchaser as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesPurchasers) to exercise and enforce the Secured PartiesPurchasers’ rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other 740811803 17540157 reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organizationorganization other than in accordance with clause (j) above. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser Agent shall have received at least thirty (30) days’ advance written notice of such change, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAdministrator or any Purchaser, the Borrower Seller shall cause to be delivered to the Administrative Administrator or any Purchaser Agent, an opinion, in form and substance satisfactory to the Administrative Administrator and such Purchaser Agent as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator or any Purchaser may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) Administrator or any Purchaser to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower Servicer hereby authorizes, and will, upon the request of the Administrative AgentAdministrator or any Purchaser, at the Borrower’s its own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including fixture filings and as extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator or any Purchaser may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Servicer authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerServicer. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Servicer shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Servicer will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser shall have received at least thirty (30) days’ advance written notice of such change, (y) the Servicer, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator or any Purchaser may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAdministrator or any Purchaser, the Borrower Servicer shall cause to be delivered to the Administrative AgentAdministrator and each Purchaser, an opinion, in form and substance satisfactory to the Administrative Agent Administrator and each Purchaser as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or reasonably desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablenecessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. Upon the occurrence and during the continuance of an Event of Default, the Borrower shall take such actions and provide such documentation (and hereby authorizes the Administrative Agent to do the same) as may reasonably be requested by the Administrative Agent in order to satisfy the requirements of the Assignment of Claims Act of 1940, and any similar state legislation, with respect to any Receivable the Obligor of which is a United States federal, state or local Governmental Authority. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to its right, title and interest in and to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirablenecessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Supporting Assets without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrative Agent has been notified thereof in accordance with Section 7.01(d)(iv), (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (yz) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including as-extracted collateral), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) . The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) . The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) . The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby xxxxxx agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Supporting Assets without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by lawSeller. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction DocumentDocuments. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Pool Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Supporting Assets without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesPurchasers) to exercise and enforce the Secured PartiesPurchasers’ rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including fixture filings and as extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser Agent shall have received at least thirty (30) days’ advance written notice of such change, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAdministrator or any Purchaser, the Borrower Seller shall cause to be delivered to the Administrative Administrator or any Purchaser Agent, an opinion, in form and substance satisfactory to the Administrative Administrator and such Purchaser Agent as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby xxxxxx agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware unless the Administrative Agent and shall not take any action the Majority Group Agents have consented to a change its of jurisdiction in writing (such consent to be provided or withheld in the sole discretion of organizationsuch Person). (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation), (y) the Administrative Agent and the Majority Group Agents have consented thereto in writing (such consent to be provided or withheld in the sole discretion of such Person) and (yz) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinionone or more opinions, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may reasonably request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction DocumentDocuments, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including as-extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.. ​ ​ ​

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Facility Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Facility Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesPurchasers) to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower Servicer hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerServicer’s own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including fixture filings and as extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Servicer authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerServicer. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Servicer shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Servicer will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser Agent shall have received at least thirty (30) days’ advance written notice of such change, (y) the Servicer, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (yz) if requested by the Administrative Administrator or any Purchaser Agent, the Borrower Servicer shall cause to be delivered to the Administrative Administrator and each Purchaser Agent, an opinion, in form and substance satisfactory to the Administrative Administrator and each such Purchaser Agent as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Pool Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower shall at all times be organized under the laws of the State of Delaware unless the Administrative Agent and shall not take any action the Majority Group Agents have consented to a change its of jurisdiction in writing (such consent to be provided or withheld in the sole discretion of organizationsuch Person). (iviii) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation), (y) the Administrative Agent and the Majority Group Agents have consented thereto in writing (such consent to be provided or withheld in the sole discretion of such Person) and (yz) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinionone or more opinions, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinionone or more opinions, in form and substance satisfactory to the Administrative Agent as to such UCC and PPSA perfection and priority matters as the Administrative Agent may request at such time. (iv) The Seller shall promptly execute and deliver, and cause the Canadian Originator to execute and deliver, to the Administrative Agent, upon the Administrative Agent’s request and at the Seller’s expense, such notices of assignment to debtors, information, applications for registration with the Register of Personal and Movable Real Rights (Quebec) and such other writings as the Administrative Agent may reasonably request to give effect to the sale, assignment and transfer of Quebec Receivables from the Canadian Originator to the Seller and from the Seller to the Administrative Agent.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesPurchasers) to exercise and enforce the Secured PartiesPurchasers’ rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organizationorganization other than in accordance with clause (j) above. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser Agent shall have received at least thirty (30) days’ advance written notice of such change, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAdministrator or any Purchaser, the Borrower Seller shall cause to be delivered to the Administrative Administrator or any Purchaser Agent, an opinion, in form and substance satisfactory to the Administrative Administrator and such Purchaser Agent as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Notwithstanding anything else in the Transaction Documents to the contrary, the Seller shall in no event be required to take any action to perfect a security interest in any Collection Account. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative Agent, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral Supporting Assets without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrative Agent has consented thereto in writing, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, including the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (yz) if requested by the Administrative Agent, the Borrower Seller shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Purchaser may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Purchaser (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentPurchaser, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Purchaser may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower Seller authorizes the Administrative Agent Purchaser to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Sold Assets and Seller Collateral without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Purchaser may request in connection with such change or relocation) and (y) if requested by the Administrative AgentPurchaser, the Borrower Seller shall cause to be delivered to the Administrative AgentPurchaser, an opinion, in form and substance satisfactory to the Administrative Agent Purchaser as to such UCC perfection and priority matters as the Administrative Agent Purchaser may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator or any Purchaser may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) Administrator or any Purchaser to exercise and enforce the Secured Parties’ their respective rights and remedies under this Agreement and the or any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator or any Purchaser, at the Borrower’s its own expense, execute (if necessary) and file such financing statements or continuation statementsstatements (including fixture filings and as extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator or any Purchaser may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerAdministrator and each Purchaser shall have received at least thirty (30) days’ advance written notice of such change, (y) the Seller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator or any Purchaser may request in connection with such change or relocation) ), and (yz) if requested by the Administrative AgentAdministrator or any Purchaser, the Borrower Seller shall cause to be delivered to the Administrative AgentAdministrator and each Purchaser, an opinion, in form and substance satisfactory to the Administrative Agent Administrator and each Purchaser as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower Seller hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or more fully evidence the purchases or issuances made under this Agreement and/or security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent Administrator (on behalf of the Secured PartiesPurchasers) to exercise and enforce the Secured PartiesPurchasers’ rights and remedies under this Agreement and the any other Transaction Document. Without limiting the foregoing, the Borrower Seller hereby authorizes, and will, upon the request of the Administrative AgentAdministrator, at the BorrowerSeller’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent Administrator may reasonably request, to perfect, protect or evidence any of the foregoing.. 701648899 12403015 IV (iii) The Borrower Seller authorizes the Administrative Agent Administrator to file financing or continuation statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, Receivables and the Related Security, the related Contracts, Contracts and the Collections with respect thereto and the other Collateral collateral subject to a lien under any Transaction Document without the signature of the BorrowerSeller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iviii) The Borrower Seller will not change its name, location, identity or corporate structure unless (x) the BorrowerSeller, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest lien under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent Administrator may request in connection with such change or relocation) ), and (y) if requested by the Administrative AgentAdministrator, the Borrower Seller shall cause to be delivered to the Administrative AgentAdministrator, an opinion, in form and substance satisfactory to the Administrative Agent Administrator as to such UCC perfection and priority matters as the Administrative Agent such Person may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessarynecessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (iii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iiiii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization.. 755287315 21689858 121 755287315 21689858 (iviii) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing. (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (iii) The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. (iv) The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.