Common use of Further Action Evidencing Purchases Clause in Contracts

Further Action Evidencing Purchases. The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Agent may reasonably request in order to perfect, protect or more fully evidence the Eligible Assets purchased by the Owners hereunder, or to enable any of them or the Agent to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will, upon the request of the Agent: (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark ▇▇▇spicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Eligible Assets have been sold in accordance with this Agreement; and (iii) mark ▇▇▇ master data processing records evidencing such Pool Receivables and related Contracts with such legend. The Seller hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security now existing or hereafter arising without the signature of the Seller where permitted by law. If the Seller fails to perform any of its agreements or obligations under this Agreement, the Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller as provided in Section 10.01.

Further Action Evidencing Purchases. (a) The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action action, that may be necessary or that the Agent may reasonably reasonable request in order to perfect, protect or more fully evidence the Eligible Assets Receivable Interests purchased by the Owners Purchasers or the Banks hereunder, or to enable any of them or the Agent to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will, will upon the request of the Agent: (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark ▇▇▇spicuously ▇ conspicuously each invoice evidencing each Pool Set Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that an undivided percentage ownership interest in such Eligible Assets have Receivable has been sold in accordance with this Agreement; and (iii) mark ▇▇▇▇ its master data processing records evidencing such Pool Set Receivables and related Contracts with such legend. . (b) The Seller hereby authorizes the Agent to file or cause to be filed one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Set Receivables and the Related Security now existing or hereafter arising without the signature of the Seller where permitted by law. . (c) If the Seller fails to perform any of its agreements or obligations under this Agreement, the Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller as provided in Section 10.0111.06.

Further Action Evidencing Purchases. The Seller agrees ----------------------------------- that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Agent Purchaser may reasonably request in order to perfect, protect or more fully evidence the Eligible Assets Pool Receivables purchased by the Owners Purchaser hereunder, or to enable the Purchaser or any of them the Owners or the Agent to exercise or enforce any of their respective rights hereunderhereunder or under the Ownership Document, the ▇▇▇▇▇▇ Agreement or the Citibank Agreement. Without limiting the generality of the foregoing, the Seller will, will upon the request of the AgentPurchaser: (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark ▇▇▇spicuously ▇ conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the AgentPurchaser and not unacceptable to the Seller acting reasonably, evidencing that such Eligible Assets Pool Receivables have been sold in accordance with this Agreement; and (iii) mark ▇▇▇▇ its master data processing records evidencing such Pool Receivables and related Contracts with such legend. The If the Seller does not execute and file or execute and return to the Purchaser any financing statement requested by the Purchaser pursuant to this Section within 20 days after the Purchaser's request, the Seller hereby authorizes the Agent Purchaser to file one or more such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security now existing or hereafter arising statement without the signature of the Seller where permitted by law, provided that the collateral description contained in such financing statement shall be identical to that set forth in the financing statements referred to in Section 4.01(c). If the Seller fails to perform any of its agreements or obligations under this Agreement, the Agent Purchaser may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Agent Purchaser incurred in connection therewith shall be payable by the Seller as provided in Section 10.0110.01 or 11.06, as applicable.

Further Action Evidencing Purchases. The (a) Seller agrees that from time to time, at its Seller's expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Administrative Agent or any Bank Purchaser may reasonably request in order to perfect, protect or more fully evidence the Eligible Assets purchased by Purchases hereunder and the Owners hereunderresulting Undivided Interest, or to enable any of them Purchaser or the Administrative Agent to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will, : (i) upon the request of the Agent: (i) Administrative Agent or the Required Purchasers, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; (ii) if , to evidence that the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark ▇▇▇spicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Eligible Assets have Undivided Interest has been sold in accordance with this Agreement; 42 (ii) upon the request of the Administrative Agent or the Required Purchasers, to the extent reasonably practicable, mark conspicuously each Contract evidencing each Pool Re▇▇▇▇able with a legend, acceptable to the Administrative Agent and the Required Purchasers, evidencing that the Undivided Interest has been sold in accordance with this Agreement; and (iii) on or before the date of the initial Purchase, to the extent reasonably practicable, mark ▇▇▇ its master data processing records evidencing such Pool ▇▇▇▇ Receivables and related Contracts with such a legend. The , acceptable to the Administrative Agent and the Required Purchasers, evidencing that the Undivided Interest has been sold in accordance with this Agreement. (b) Seller hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security now existing or hereafter arising without in the signature name of Seller. (c) Without limiting the generality of subsection (a), Seller will, not earlier than six (6) months and not later than two (2) months prior to the fifth anniversary of the date of filing of each of the financing statement referred to in Section 5.01(f) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, unless the End Date shall have occurred: (i) deliver to the Administrative Agent for execution and, upon receipt from the Administrative Agent of such executed statements, file or cause to be filed appropriate continuation statements with respect to such financing statements; and (ii) deliver or cause to be delivered to the Administrative Agent and each Bank Purchaser an opinion of the counsel for Seller where permitted by law. If referred to in Section 5.01(g) (or other counsel for Seller reasonably satisfactory to the Seller fails Required Purchasers), in form and substance reasonably satisfactory to perform any of its agreements or obligations under this Agreementthe Required Purchasers, confirming and updating the Agent may opinion delivered pursuant to Section 5.01 with respect to (but shall not be required and only with respect to) itself performperfection issues, or cause performance ofsubject to customary qualifications, assumptions and exclusions typically included in such agreement or obligation, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller as provided in Section 10.01opinions.

Further Action Evidencing Purchases. The (a) Seller agrees that from time to time, at its Seller's expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Administrative Agent or any Bank Purchaser may reasonably request in order to perfect, protect or more fully evidence the Eligible Assets purchased by Purchases hereunder and the Owners hereunderresulting Undivided Interest, or to enable any of them Purchaser or the Administrative Agent to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will, : (i) upon the request of the Agent: (i) Administrative Agent or the Required Purchasers, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; , to evidence that the Undivided Interest has been sold in accordance with this Agreement; (ii) if upon the request of the Administrative Agent shall determine in its sole discretion that such action is necessary or the Required Purchasers, to protect its interest in the Receivablesextent reasonably practicable, mark ▇▇▇spicuously conspicuously each invoice Contract evidencing each Pool Receivable and the related Contract with ▇▇▇▇ a legend, acceptable to the AgentAdministrative Agent and the Required Purchasers, evidencing that such Eligible Assets have the Undivided Interest has been sold in accordance with this Agreement; and and (iii) on or before the date of the initial Purchase, to the extent reasonably practicable, mark ▇▇▇ its master data processing records evidencing such Pool Receivables Rece▇▇▇▇les and related Contracts with such a legend. The , acceptable to the Administrative Agent and the Required Purchasers, evidencing that the Undivided Interest has been sold in accordance with this Agreement. (b) Seller hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security now existing or hereafter arising without in the signature name of Seller. (c) Without limiting the generality of subsection (a), Seller will, not earlier than six (6) months and not later than two (2) months prior to the fifth anniversary of the date of filing of each of the financing statement referred to in Section 5.01(f) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, unless the End Date shall have occurred: (i) deliver to the Administrative Agent for execution and, upon receipt from the Administrative Agent of such executed statements, file or cause to be filed appropriate continuation statements with respect to such financing statements; and (ii) deliver or cause to be delivered to the Administrative Agent and each Bank Purchaser an opinion of the counsel for Seller where permitted by law. If referred to in Section 5.01(g) (or other counsel for Seller reasonably satisfactory to the Seller fails Required Purchasers), in form and substance reasonably satisfactory to perform any of its agreements or obligations under this Agreementthe Required Purchasers, confirming and updating the Agent may opinion delivered pursuant to Section 5.01 with respect to (but shall not be required and only with respect to) itself performperfection issues, or cause performance ofsubject to customary qualifications, assumptions and exclusions typically included in such agreement or obligation, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller as provided in Section 10.01opinions.

Further Action Evidencing Purchases. The (a) Each of the Seller and the Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action action, that may be necessary or that the Agent may reasonably request in order to perfect, protect or more fully evidence the Eligible Assets Receivable Interests purchased by the Owners Purchasers or the Banks hereunder, or to enable any of them or the Agent to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will, Originator will upon the request of the Agent: (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; (ii) if following the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivablesoccurrence of any Event of Termination, mark conspicuously each ▇▇▇spicuously each invoice ▇ice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that an undivided percentage ownership interest in such Eligible Assets have Receivable has been sold in accordance with this Agreement; and (iii) mark its master data pr▇▇▇ master data processing ▇▇sing records evidencing such Pool Receivables and related Contracts with such legend. . (b) The Seller hereby authorizes the Agent to file or cause to be filed one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security now existing or hereafter arising without the signature of the Seller where permitted by law. . (c) If the Seller fails to perform any of its agreements or obligations under this Agreement, the Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller as provided in Section 10.0111.06.

Further Action Evidencing Purchases. The Seller agrees that will from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Eligible Assets Purchases hereunder and Purchasers' interests hereunder, including the Undivided Interests purchased by the Owners Purchasers hereunder, or to enable any of them any Purchaser or the Administrative Agent to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will, will upon the request of the Administrative Agent: (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; (ii) if made after the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivablesoccurrence of a Termination Event, mark ▇▇▇spicuously ▇ conspicuously each invoice Contract evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Administrative Agent, evidencing that such Eligible Assets Undivided Interests have been sold in accordance with this Agreement; and (iii) mark ▇▇▇▇ its master data processing records evidencing such Pool Receivables and related Contracts with such legend. The Seller hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security now existing or hereafter arising without in the signature name of the Seller where permitted by lawSeller. If the Seller fails to perform any of its agreements or obligations under this Agreement, the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement Agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Seller as provided in Section 10.0112.01.

Further Action Evidencing Purchases. The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Agent may reasonably request in order to perfect, protect or more fully evidence the Eligible Assets purchased by the Owners Investor hereunder, or to enable any of them the Owner or the Agent to exercise or enforce any of their respective rights hereunderhereunder or under the Certificate. Without limiting the generality of the foregoing, the Seller will, will upon the request of the Agent: (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark ▇▇▇spicuously ▇ conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent, evidencing that such Eligible Assets have been sold in accordance with this Agreement; and (iii) mark ▇▇▇▇ its master data processing records evidencing such Pool Receivables and related Contracts with such legend. The Seller hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security now existing or hereafter arising without the signature of the Seller where permitted by law. If the Seller fails to perform any of its agreements or obligations under this Agreement, the Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller as provided in Section 10.01.. <PAGE> 45 39 ARTICLE VII

Further Action Evidencing Purchases. The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Agent may reasonably request in order to perfect, protect or more fully evidence the Eligible Assets Undivided Interests purchased by the Owners Agent, on behalf of the Purchasers, hereunder, or to enable any of them Purchaser or the Agent to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will, will upon the request of the Agent: (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark ▇▇▇spicuously ▇ conspicuously each invoice Contract evidencing each Pool Receivable and the related Contract generated by it with a legend, acceptable to the Agent, evidencing that such Eligible Assets Undivided Interests have been sold in accordance with this Agreement; and (iii) mark ▇▇▇▇ its master data processing records evidencing such any Pool Receivables and related Contracts with such legend. The Seller hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security Assets now existing or hereafter arising without in the signature name of the Seller where permitted by lawSeller. If the Seller fails to perform any of its agreements or obligations under this Agreement, the Agent may (but shall not be required to) itself perform, or cause performance of, such agreement Agreement or obligation, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller as provided in Section 10.0112.01.