Common use of Ownership Interest, Etc Clause in Contracts

Ownership Interest, Etc. The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shall, to) (i) at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets(ii) at its expense, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority security interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shallSeller shall at its expense, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations amendments or initial financing statements in lieu of a continuation statementcontinuations, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority security interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer Seller shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection statements, except with the Transaction Documentsrespect to any Person that ceases to be an Originator, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to (i) establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsCollateral, in each case free and clear of any Adverse ClaimClaim (other than Permitted Adverse Claims), in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersLenders), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersLenders), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Lender may reasonably requestrequest and (ii) enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under this Agreement or any other Transaction Document. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Such Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of the Sellersuch Originator, any Originator or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsCollateral, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Secured Party may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer each Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Each Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations amendments or initial financing statements in lieu of a continuation statementcontinuations, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s and the Administrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of the Sellersuch Originator, any Originator other Originator, the Buyer or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer each Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interestinterest in the Pool Receivables, the Related Security and Collections with respect thereto (or with respect to any Australian Originator Receivable, the extent of the Purchased Interest, Seller’s beneficial interest in the Pool Receivables, the Related Security and Collections with respect thereto), and a first priority perfected ownership or security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) ), as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s (on behalf of the Purchasers) ownership or security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator Administrator, any Purchaser Agent or any Purchaser where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchaserseach Purchaser), including taking such action to perfect, protect or more fully evidence the interest of each Purchaser as a Purchaser, through the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator Seller or the Administrator where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to (i) establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool Support Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the Purchasers), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the Purchasers), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent may reasonably requestrequest and (ii) enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under this Agreement or any other Transaction Document. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Such Originator shall, from time to time and time, within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of the Sellersuch Originator, any Originator or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral Support Assets of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Sub-Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsCollateral, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s ultimate assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s ultimate assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Secured Party may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer Sub-Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Sub-Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer Sub-Originator to file such financing statements under the UCC without the signature of the SellerSub-Originator, any Originator Originator, the SPV or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer Sub-Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable first priority perfected undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, Claim (other than Permitted Liens) in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent Agent, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrator or any Purchaser Agent) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statementsstatements (including fixture filings or as extracted collateral filings), amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documentsstatements, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected ownership or security interest in the Pool AssetsReceivables and Related Rights, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer and the Administrative Agent (on behalf for the benefit of the PurchasersSecured Parties), as applicable, including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer and the Administrative Agent (on behalf for the benefit of the PurchasersSecured Parties) as the Administrator Buyer, the Administrative Agent or any Purchaser Group Agent may reasonably request. In order to evidence the interests furtherance of the Administrator foregoing, each Originator hereby authorizes the Buyer and the Administrative Agent (on behalf for the benefit of the PurchasersSecured Parties) under this Agreement, to file such continuations of the financing statements filed hereunder as it deems necessary and appropriate to maintain such perfected security interest. Each Originator shall (or shall cause the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shallto), from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer Originator to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable LawUCC. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer no Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected ownership or security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) ), as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s (on behalf of the Purchasers) ownership or security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator Administrator, any Purchaser Agent or any Purchaser where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Servicer Each Originator shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsReceivables, in each case the Related Rights and Collections with respect thereto, free and clear of any Adverse Claim, in favor of the Administrator Buyer (on behalf and the Administrative Agent as the Buyer’s assignee for the benefit of the PurchasersSecured Parties under the ABL Credit Agreement), including taking such action to perfect, protect or more fully evidence the ownership or security interest of the Administrator Buyer (on behalf and the Administrative Agent as the Buyer’s assignee for the benefit of the PurchasersSecured Parties under the ABL Credit Agreement) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Lender may reasonably request. In order to evidence the security interests of the Administrator (on behalf Buyer and the security interest of the Purchasers) Administrative Agent under this Agreement or the ABL Credit Agreement, the Servicer as applicable, such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorBuyer or by the Administrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorBuyer’s and the Administrative Agent’s security interest in the Receivables, Contracts, Related Security and CollectionsRelated Rights. The Servicer Such Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Buyer and the Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s and the Administrative Agent’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Loan Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Loan Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchaserseach Conduit Purchaser), including taking such action to perfect, protect or more fully evidence the interest of each Conduit Purchaser as a Conduit Purchaser, through the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s 's authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s 's security interest in the Pool Assets as a first-priority interest. The Administrator’s 's approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator Seller or the Administrator where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected ownership or security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) ), as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s (on behalf of the Purchasers) ownership or security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Issuer, the Administrator or any Purchaser where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interestinterest in the Pool Receivables, the Related Security and Collections with respect thereto (or with respect to any Australian Originator Receivable, the extent of the Purchased Interest, Seller’s beneficial interest in the Pool Receivables, the Related Security and Collections with respect thereto), and a first priority perfected ownership or security interest in the Pool Assets, in each case free and 745381243 05109795751949792 05109795 clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) ), as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s (on behalf of the Purchasers) ownership or security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator Administrator, any Purchaser Agent or any Purchaser where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected ownership or security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) ), as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s (on behalf of the Purchasers) ownership or security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator Administrator, any Purchaser Agent or any Purchaser where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected ownership or security interest in the Pool Supporting Assets, in each case free and clear of any Adverse ClaimClaim (other than Permitted Adverse Claims), in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Secured Party may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, including such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations continuations, or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s and the Administrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of any such filings shall authorize the Servicer Originator to file such financing statements under the UCC without the signature of the SellerOriginator, any Originator the Buyer or the Administrator Administrative Agent where allowed by Applicable LawXxx. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent. Notwithstanding anything else in the Transaction Documents to the contrary, the Originator shall in no event be required to take any action to perfect a security interest in any Collection Account.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsSold Assets and Seller Collateral, in each case free and clear of any Adverse ClaimClaim (other than Permitted Adverse Claims), in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Secured Party may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer each Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, including such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Each Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations amendments or initial financing statements in lieu of a continuation statementcontinuations, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s and the Administrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of the Sellersuch Originator, any Originator other Originator, the Buyer or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer each Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool Support Assets, in each case free and clear of any Adverse ClaimClaim (except for Permitted Adverse Claims), in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the Purchasers), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the Purchasers), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Group Agent may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and CollectionsCollections (subject to Permitted Adverse Claims). The Servicer Such Originator shall, from time to time and time, within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interestinterest (subject to Permitted Adverse Claims). The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of the Sellersuch Originator, any Originator or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral Support Assets of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor favour of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Secured Party may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations amendments or initial financing statements in lieu of a continuation statementcontinuations, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s security interest as a first-priority ownership interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer Originator to file such financing statements under the UCC without the signature of the SellerOriginator, any Originator the Buyer or the Administrator Administrative Agent where allowed by Applicable LawXxx. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Servicer Each Originator shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsReceivables, in each case the Related Rights and Collections with respect thereto, free and clear of any Adverse ClaimClaim (other than Excluded Amounts), in favor of the Administrator Buyer (on behalf and the Borrower as the Buyer’s assignee and the Administrative Agent as the Borrower’s assignee for the benefit of the PurchasersSecured Parties under the ABL Credit Agreement), including taking such action to perfect, protect or more fully evidence the ownership or security interest of the Administrator Buyer (on behalf and the Borrower as the Buyer’s assignee and the Administrative Agent as the Borrower’s assignee for the benefit of the PurchasersSecured Parties under the ABL Credit Agreement) as the Administrator Buyer, the Borrower or any Purchaser the Administrative Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreementsuch security interests, the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorBuyer, the Borrower or by the Administrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorBuyer’s, the Borrower’s and the Administrative Agent’s security interest in the Subject Receivables, Contracts, Related Security and CollectionsRelated Rights. The Servicer Such Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Buyer, the Borrower and the Administrative Agent for the Administratoreach such person’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s, the Borrower’s and the Administrative Agent’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Loan Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Loan Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, Claim in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.. 701648899 12403015 IV

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected ownership or security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) ), as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s 's authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s 's (on behalf of the Purchasers) ownership or security interest in the Pool Assets as a first-priority interest. The Administrator’s 's approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator Administrator, any Purchaser Agent or any Purchaser where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shall, to) (i) at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets(ii) at its expense, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority security interest, the Administrator’s 's security interest in the Receivables, Related Security and Collections. The Servicer shallSeller shall at its expense, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s 's authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s 's security interest as a first-priority security interest. The Administrator’s 's approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer Seller shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection statements, except with the Transaction Documentsrespect to any Person that ceases to be an Originator, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Servicer Such Originator shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage perfected ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected backup security interest in the Pool Sold Assets, in each case free and clear of any Adverse ClaimClaim other than Permitted Liens, in favor of the Administrator (on behalf of the Purchasers)Buyer, including taking such action to perfect, protect or more fully evidence the ownership or backup security interest of the Administrator (on behalf of the Purchasers) Buyer as the Administrator Buyer or any Purchaser the Administrative Agent (as the Buyer’s assignee) may reasonably request. In order to evidence the interests ownership interest of the Administrator (on behalf of the Purchasers) Buyer under this Agreement, the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorBuyer or the Administrative Agent (as the Buyer’s assignee)) to maintain and perfect, as a first-priority interest, perfect the AdministratorBuyer’s security ownership interest in the Receivables, Related Security and CollectionsSold Assets. The Servicer Such Originator shall, from time to time and within the time limits established by applicable law, prepare and present to the Administrator Buyer for the AdministratorBuyer’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s security interest as a first-priority ownership interest. The AdministratorBuyer’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of the Seller, any Originator Buyer or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorBuyer or the Administrative Agent (as the Buyer’s assignee).

Ownership Interest, Etc. The Servicer shall, at its expense, take all action reasonably necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, Claim (other than Permitted Liens and Adverse Claims constituting Ineligible Amounts) in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order (k) Anti-Laundering/International Trade Law Compliance. Subject to evidence the interests Servicer’s knowledge, and after reasonable inquiry, no Covered Entity will become a Sanctioned Person. Subject to the Servicer’s knowledge, and after reasonable inquiry, no Covered Entity will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (iv) use the proceeds of any Purchase to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law. The funds used to repay Servicer’s obligations under this Agreement and each of the Administrator (on behalf other Transaction Documents will not be derived from any activity in violation of the Purchasers) under this Agreement, the any Anti-Terrorism Law. Each Covered Entity shall comply with all Anti-Terrorism Laws. Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to shall promptly notify the Administrator for in writing upon the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu occurrence of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorReportable Compliance Event.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action (i) necessary or and (ii) desirable to the Administrator (as reasonably desirable requested by the Administrator) to establish and maintain a valid and enforceable undivided variable percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchaserseach Purchaser), including taking such action to perfect, protect or more fully evidence the interest of each Purchaser as a Purchaser, through the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s (on behalf of the Purchasers) security interest in the Pool Assets as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator Seller or the Administrator or any Purchaser where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, until the date following the Facility Termination Date on which all amounts and other obligations owed pursuant to the Transaction Documents shall have been paid in full, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers)Issuer, including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) Issuer as the Administrator or any Purchaser Agent Issuer, through the Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s 's authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s Issuer's security interest in the Pool Assets as a first-priority interest. The Administrator’s 's approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator Seller or the Administrator Issuer where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator, on behalf of the Issuer.

Ownership Interest, Etc. The Originators and the Servicer shall, at its their expense, take take, and shall cause to be taken, all action necessary or reasonably desirable in the reasonable determination of the Company and the Agent to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Purchased Assets, in each case free and clear of any Adverse Claim, in favor of Company (and the Administrator (on behalf Agent, as assignee of the PurchasersCompany), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Company (on behalf and the Agent, as assignee of the PurchasersCompany) as the Administrator or any Purchaser Company and the Agent may reasonably request. In order , other than notices of assignment pursuant to evidence the interests Assignment of the Administrator Claims Act (on behalf which, other than as required pursuant to Section 7.3 of the Purchasers) under this Agreement, are not required to be made hereunder). Notwithstanding the Servicer shallforegoing, the Originators hereby irrevocably make, constitute and appoint the Company (and the Agent, as assignee of the Company) (and all Persons designated by the Company and the Agent from time to time take such action, or for that purpose) as the Originators’ true and lawful attorney and agent in fact to execute and deliver file financing statements and take all such instruments other actions and do all such other things as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest or desirable in the Receivables, Related Security reasonable judgment of the Company and Collections. The Servicer shall, from time the Agent to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain preserve and perfect the AdministratorCompany’s (and the Agent’s) ownership and/or security interest (all at the Originators’ expense) in the Purchased Assets. The Originators further agree that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a first-priority interestfinancing statement. The Administrator’s approval Originators further ratify and confirm the prior filing by the Company (and the Agent, as assignee of such filings shall authorize the Servicer to file such Company) of any and all financing statements under (including any amendments or continuation thereto or thereof) which identify the UCC without Originators as debtor, seller or assignor and the signature Company as secured party, buyer or assignee (and the Agent, as assignee of the SellerCompany). Without limiting the foregoing, the Originators shall hold any Originator and all Receivables evidenced by any instruments or chattel paper, if any, in trust for the Company (and the Agent, as assignee of the Company), separate from its own assets and marked with a legend, in each case, as set forth in Section 6.1(l), and upon the Company’s or Agent’s request therefor, shall deliver such instruments and/or chattel paper to the Company or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contraryAgent, the Servicer shall not have any authority to file a termination, partial termination, release, partial releaseas applicable, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administratortheir designee.

Ownership Interest, Etc. The Such Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool Supporting Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Secured Party may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Buyer under this Agreement (and the Administrative Agent as pledgee under the Receivables Purchase Agreement), the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, including such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the ReceivablesPool Receivables sold or contributed by such Originator, and all Related Security and Collections. The Servicer Such Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Buyer and the Administrative Agent for the AdministratorBuyer’s and the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations amendments or initial financing statements in lieu of a continuation statementcontinuations, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s and the Administrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of such Originator, the Seller, any Originator Buyer or the Administrator Administrative Agent where allowed by Applicable LawXxx. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorBuyer and the Administrative Agent.

Ownership Interest, Etc. The Such Sub-Originator shall (and shall cause the Servicer shallto), at its expense, take all action reasonably necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsCollateral, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Secured Party may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer such Sub-Originator shall, from time to time take such action, or execute and deliver such instruments as may be reasonably necessary (including, without limitation, including such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Such Sub-Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Sub-Originator to file such financing statements under the UCC without the signature of the Sellersuch Sub-Originator, any other Sub-Originator or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Sub-Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent. The non-filing of Local-Level Financing Statements with respect to any Exception mines shall not be a violation of this clause.

Ownership Interest, Etc. The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable first priority perfected undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, Claim (other than Permitted Liens) in favor of the Administrator (on behalf of the PurchasersSecured Parties), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the PurchasersSecured Parties) as the Administrator or any Purchaser Agent Agent, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrator or any Purchaser Agent) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statementsstatements (including fixture filings or as extracted collateral filings), amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documentsstatements, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable requested by the Buyer or the Administrative Agent to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool Supporting Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer (on behalf of and the PurchasersAdministrative Agent, as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (on behalf of and the PurchasersAdministrative Agent, as the Buyer’s assignee) as the Administrator Buyer or any Purchaser the Administrative Agent may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Buyer under this Agreement (and the Administrative Agent as its assignee under the Receivables Purchase Agreement), the Servicer Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, including such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interestan security interest free and clear of all Adverse Claims, the AdministratorAdministrative Agent’s security interest in the Receivables, in each case, sold or contributed by such Originator, and all Related Security and Collections. The Servicer Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Buyer and Administrative Agent for the AdministratorAdministrative Agent’s and Xxxxx’s authorization and approval, all financing statements, amendments, continuations amendments or initial financing statements in lieu of a continuation statementcontinuations, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s and the Administrative Agent’s security interest as a first-priority interestinterest against such Originator. 127299818\V-5 The AdministratorAdministrative Agent’s approval of any such filings shall authorize the Servicer Originator to file such financing statements under the UCC without the signature of the SellerOriginator, any Originator the Buyer or the Administrator Administrative Agent where allowed by Applicable LawXxx. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorBuyer and the Administrative Agent.

Ownership Interest, Etc. The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage first priority perfected ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, Claim (other than Permitted Adverse Claims) in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent Agent, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrator or any Purchaser Agent) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documentsstatements, without the prior written consent of the AdministratorMajority Purchaser Agents.

Ownership Interest, Etc. The Such Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsCollateral, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the PurchasersSecured Parties), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Secured Party may reasonably request. In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Such Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of the Sellersuch Originator, Sub-Originator, any other Originator or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool Support Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator Seller (and the Administrative Agent (on behalf of the Purchasers), as the Seller’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Seller (and the Administrative Agent (on behalf of the Purchasers), as the Seller’s assignee) as the Administrator Seller, the Administrative Agent or any Purchaser Agent may reasonably request. In order to evidence the security interests of the Administrator (on behalf of Administrative Agent under the Purchasers) under this AgreementTransaction Documents, the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer Such Originator shall, from time to time and time, within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral Support Assets of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected security interest in the Pool Support Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer (and the Administrative Agent (on behalf of the Purchasers), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer (and the Administrative Agent (on behalf of the Purchasers), as the Buyer’s assignee) as the Administrator Buyer, the Administrative Agent or any Purchaser Agent may reasonably request; provided, however, that such Originator shall not be required to perfect any sale, pledge or other assignment of any Foreign Receivable solely as against the related Obligor solely pursuant to the laws of jurisdictions other than the United States of America (or any State or municipality in the United States of America). In order to evidence the security interests of the Administrator (on behalf of the Purchasers) Administrative Agent under this Agreement, the Servicer such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorAdministrative Agent) to maintain and perfect, as a first-priority interest, the AdministratorAdministrative Agent’s security interest in the Receivables, Related Security and Collections; provided, however, that such Originator shall not be required to perfect any sale, pledge or other assignment of any Foreign Receivable solely as against the related Obligor solely pursuant to the laws of jurisdictions other than the United States of America (or any State or municipality in the United States of America). The Servicer Such Originator shall, from time to time and time, within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer such Originator to file such financing statements under the UCC without the signature of the Sellersuch Originator, any Originator or the Administrator Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer such Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral Support Assets of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) ), as the Administrator or any Purchaser Agent Administrator, may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, Seller shall from time to time and within the time limits established by law, law prepare and present to the Administrator for the Administrator’s 's authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s Administrator (on behalf of the Purchasers) security interest in the Pool Assets as a first-priority interest. The Administrator’s 's approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Issuer, the Administrator or any Purchaser where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer nor any other Person shall not have any authority to file a termination, partial termination, release, release or partial release, release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Each Originator shall (and shall cause the Servicer shallto), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, interest in the Pool Receivables, the Related Security Rights and Collections with respect thereto, and a first priority perfected ownership or security interest in the Pool AssetsCollateral, in each case free and clear of any Adverse Claim, in favor of the Administrator Buyer and the Administrative Agent (on behalf for the benefit of the PurchasersSecured Parties), as applicable, including taking such action to perfect, protect or more fully evidence the interest of the Administrator Buyer and the Administrative Agent (on behalf for the benefit of the PurchasersSecured Parties) as the Administrator Buyer, the Administrative Agent or any Purchaser Group Agent may reasonably request. In order to evidence the interests furtherance of the Administrator foregoing, each Originator hereby authorizes the Buyer and the Administrative Agent (on behalf for the benefit of the PurchasersSecured Parties) under this Agreement, to file such continuations of the financing statements filed hereunder as it deems necessary and appropriate to maintain such perfected security interest. Each Originator shall (or shall cause the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shallto), from time to time and within the time limits established by law, prepare and present to the Administrator Administrative Agent for the AdministratorAdministrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorAdministrative Agent’s security interest as a first-priority interest. The AdministratorAdministrative Agent’s approval of such filings shall authorize the Servicer Originator to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable LawUCC. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer no Originator shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the AdministratorAdministrative Agent.

Ownership Interest, Etc. The Seller shall (and shall cause the Servicer shall, to) (i) at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets(ii) at its expense, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority security interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shallSeller shall at its expense, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority security interest. The Administrator’s approval of such filings shall authorize the Servicer Seller to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Lawapplicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer Seller shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection statements, except with the Transaction Documentsrespect to any Person that ceases to be an Originator, without the prior written consent of the Administrator.

Ownership Interest, Etc. The Seller and the Servicer shall, and the Seller and AAR agree to cause each of the Originators to, at its expenseno expense to the Agent or the Purchasers, take all action necessary or reasonably desirable in the reasonable determination of the Agent to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of Agent for the Administrator (on behalf benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of Purchasers as the Purchasers) as , through the Administrator or any Purchaser Agent Agent, may reasonably request. In order to evidence Notwithstanding the interests of the Administrator (on behalf of the Purchasers) under this Agreementforegoing, the Servicer shallSeller hereby irrevocably makes, constitutes and appoints the Agent (and all Persons designated by the Agent from time to time take such action, or for that purpose) as the Seller’s true and lawful attorney and agent in fact to execute and deliver file financing statements and take all such instruments other actions and do all such other things as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest or desirable in the Receivables, Related Security and Collections. The Servicer shall, from time reasonable judgment of the Agent to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain preserve and perfect the AdministratorAgent’s ownership and/or security interest (all at the Seller’s expense) in the Pool Assets. The Seller further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a first-priority interestfinancing statement. The Administrator’s approval Seller further ratifies and confirms the prior filing by the Agent of such filings shall authorize the Servicer to file such any and all financing statements under (including any amendments or continuation thereto or thereof) which identify the UCC without Seller as debtor, seller or assignor and the signature Agent as secured party, buyer or assignee, and any or all of the SellerPurchased Interest as collateral. Without limiting the foregoing, the Seller and AAR shall, and shall cause each Originator to, hold any Originator and all Pool Receivables evidenced by any instruments or chattel paper, if any, in trust for the Administrator where allowed by Applicable Law. Notwithstanding anything else Agent and the Purchasers, separate from its own assets and marked with a legend, in each case, as set forth above, and upon the Transaction Documents Agent’s request therefor, shall deliver such instruments and/or chattel paper to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, Agent or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administratorits designee.

Ownership Interest, Etc. The Servicer shallthe Seller shall cause the Servicer, at its expense, to take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool AssetsReceivables, in each case the Related Rights and Collections with respect thereto, free and clear of any Adverse Claim, in favor of the Administrator Buyer (on behalf and the Administrative Agent as the Buyer’s assignee for the benefit of the PurchasersSecured Parties under the ABL Credit Agreement), including taking such action to perfect, protect or more fully evidence the ownership or security interest of the Administrator Buyer (on behalf and the Administrative Agent as the Buyer’s assignee for the benefit of the PurchasersSecured Parties under the ABL Credit Agreement) as the Administrator Buyer or any Purchaser the Administrative Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreementsuch security interests, the Servicer shallSeller shall cause its Servicer, from time to time to take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the AdministratorBuyer or by the Administrative Agent) to maintain and perfect, as a first-first- priority interest, the AdministratorBuyer’s and the Administrative Agent’s security interest in the Subject Receivables, Contracts, Related Security and CollectionsRelated Rights. The Servicer Seller shall, from time to time and within the time limits established by law, cause its Servicer to prepare and present to the Administrator Buyer and the Administrative Agent for the Administratoreach such person’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the AdministratorBuyer’s and the Administrative Agent’s security interest as a first-first- priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Loan Documents to the contrary, the Servicer Seller shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Loan Documents, without the prior written consent of the AdministratorAdministrative Agent.