Common use of Further Action Evidencing Purchases Clause in Contracts

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender Administrator (as the Company’s assignee) may reasonably request in order to perfect, protect or more fully evidence the Sold Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company or the Administrator (as the Company’s assignee) to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, Company or the Administrative Agent or any LenderAdministrator (as the Company’s assignee), such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate to perfect, protect or evidence any of the foregoing. Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentServicer and the Administrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Investor hereunder, or to enable the Buyer Owner or the Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documentthe Certificate. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize 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) mark xxxspicuously 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 xxx master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) 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 Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative AgentAdministrator, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative AgentAdministrator. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent Administrator or any LenderPurchaser Agent, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each the Sub-Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legendthe following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO A SUB-ORIGINATOR SALE AGREEMENT, acceptable to the Buyer and the Administrative AgentDATED AS OF NOVEMBER 30, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent2017, AS AMENDED, BETWEEN SUB-ORIGINATOR AND CONSOL, AS SERVICER AND AS BUYER; FURTHER SOLD PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF NOVEMBER 30, 2017, AS AMENDED, BETWEEN EACH ORIGINATOR PARTY THERETO, CONSOL, AS SERVICER AND CONSOL FUNDING LLC, AS BUYER; AND THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN PLEDGED TO PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, PURSUANT TO A RECEIVABLES FINANCING AGREEMENT, DATED AS OF NOVEMBER 30, 2017, AS AMENDED, AMONG CONSOL FUNDING LLC AS BORROWER, CONSOL, AS SERVICER, THE VARIOUS LENDERS FROM TIME TO TIME PARTY THERETO AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT”. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize 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. Each The Sub-Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such the Sub-Originator. If any the Sub-Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such the Sub-Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the prior written consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, legend evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent, as assignee of the Buyer. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent (as assignee of the Buyer) or any Lender Purchaser (as assignee of the Buyer) may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent (as assignee of the Buyer) or any LenderPurchaser (as assignee of the Buyer), such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originatorhereunder. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender Group Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderGroup Agent, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each 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 that the Buyer, Buyer or the Servicer, the Administrative Agent or any Lender Servicer may reasonably request in order to perfect, protect or more fully evidence the Receivables (and the Related Rights Rights) purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate and (b) xxxx the summary master control data processing records with a legend indicating that the Purchased Assets have been sold to the Buyer and subsequently sold by the Buyer under the Purchase and Sale Agreement. Each The Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables (and the Related Rights sold or otherwise conveyed or purported to be conveyed Rights) now owned by it hereunder and now existing or hereafter generated acquired by such the Originator. If any the Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) assignees incurred in connection therewith shall be payable by such Originatorthe Originator as provided in Section 8.1. In furtherance of the foregoing, upon written request of Buyer, the Originator agrees to furnish the Buyer with originals or copies of any invoices or evidence of shipment of goods underlying the Purchased Assets.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderPurchaser, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, Company or the Servicer, the Administrative Agent or any Lender Servicer may reasonably request in order to perfect, protect or more fully evidence the Receivables (and the Related Rights Rights) purchased by by, or contributed to to, the Buyer Company hereunder, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerCompany, the Administrative Agent or any Lender, such Originator Seller will (a) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate and (b) xxxx the summary master control data processing records with the following legend: "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO WARNACO OPERATIONS CORPORATION PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG XXXXXXX STREET, INC., AND WARNACO OPERATIONS CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO LIBERTY STREET FUNDING CORP. Each Originator AND CORPORATE ASSET FUNDING COMPANY, INC., PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS XX XXXXXXXXX 00, 0000, XXXXX XXXXXXX OPERATIONS CORPORATION, XXXXXXX STREET, INC., LIBERTY STREET FUNDING CORP., CORPORATE ASSET FUNDING COMPANY, INC., THE BANK OF NOVA SCOTIA, AS AGENT AND, CITICORP NORTH AMERICA, INC., AS CO-AGENT." The Seller hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, 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 Receivables (and the Related Rights sold or otherwise conveyed or purported to be conveyed Rights) now owned by it hereunder and now existing or hereafter generated acquired by such Originatorthe Seller. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 8.1.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each TheEach Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the BuyerCompany, the Servicer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or by, and contributed to to, the Buyer Company hereunder, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerCompany, the Administrative Agent Administrator or any LenderPurchaser Agent, such the Originator will execute (if applicable), authorize 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. Each TheEach Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of thesuch Originator, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such thesuch Originator. If any thesuch Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such thesuch Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees ----------------------------------- that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Pool Receivables and Related Rights purchased by or contributed to the Buyer Purchaser hereunder, or to enable the Buyer Purchaser or Alliant Energy SPE or any of the Owners or the Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction the Ownership Document, the NewCo Agreement, the Xxxxxx Agreement or the Citibank Agreement. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Purchaser: (i) execute (if applicable), authorize 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) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Purchaser and not unacceptable to the Seller acting reasonably, evidencing that such Pool Receivables have been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator 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 Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Purchaser to file one or more such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any statement without the signature of the Receivables and Related Rights sold or otherwise conveyed or purported Seller where permitted by law, provided that the collateral description contained in such financing statement shall be identical to be conveyed by it hereunder and now existing or hereafter generated by such Originatorthat set forth in the financing statements referred to in Section 4.01(c). If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Purchaser may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Purchaser incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01 or 11.06, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights hereunder or under any other Transaction Documentand remedies hereunder. Without limiting the generality of the foregoing, the Seller will, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize 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 xxxspicuously 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 xxx master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) 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 Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, The Seller and PolyOne each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Certificates. Without limiting the generality of the foregoing, each of the Seller and PolyOne will, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate in accordance with law; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark conspicuously each invoice evidencing each Pool Receivable and txx xelated 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 Receivabxxx and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) 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 Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. If any Originator the Seller or PolyOne fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller or PolyOne as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, any Sub-Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be sold, contributed or otherwise conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator Participating 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 Buyer, Buyer or the Servicer, the Administrative Collection Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the transfer of the Sold Receivables and the Related Rights purchased by or contributed to the Buyer from such Participating Seller hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Documentwith respect to such Sold Receivables and such Related Rights. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator Participating Seller will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate to perfect, protect or evidence any of the foregoing. Each Originator Participating Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Participating Seller, relative to all or any of the Sold Receivables and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such OriginatorParticipating Seller. If any Originator Participating Seller fails to perform any of its agreements or obligations under this AgreementAgreement related to the Sold Receivables and the Related Rights sold by it hereunder, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Collection Agent) incurred in connection therewith shall be payable by such OriginatorParticipating Seller.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, legend evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderLender , such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originatorhereunder. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each the Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legendLEGEND, acceptable to the Buyer ACCEPTABLE TO THE BUYER AND THE ADMINISTRATIVE AGENT, EVIDENCING THAT THE POOL RECEIVABLES HAVE BEEN TRANSFERRED IN ACCORDANCE WITH THIS AGREEment and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators Originator or Servicer shall not change or remove such notation without the consent of the Buyer and the Administrative Agent, such consent not to be unreasonably withheld or delayed. Each 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 that the Buyer, the Servicer, Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerBuyer or the Administrative Agent, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriatereasonably necessary. Each The Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such the Originator. If any the Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such the Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender (as the Company’s assignee) may reasonably request in order to perfect, protect or more fully evidence the Sold Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company or the Administrative Agent (as the Company’s assignee) to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, Company or the Administrative Agent or any Lender(as the Company’s assignee), such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate to perfect, protect or evidence any of the foregoing. Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed sold by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Servicer and the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the BuyerCompany, the Servicer, Servicer or the Administrative Agent or any Lender Administrator (as the Company’s assignee) may reasonably request in order to perfect, protect or more fully evidence the Sold Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company or the Administrator (as the Company’s assignee) to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, Company or the Administrative Agent or any LenderAdministrator, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate to perfect, protect or evidence any of the foregoing. Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentServicer and the Administrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx cause (or cause each Servicer to cause ) its master data processing records evidencing relating to Pool Receivables and related Contracts with a legend, acceptable to the Buyer clearly and the Administrative Agent, evidencing unambiguously indicate that the Pool Receivables have been transferred sold in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative AgentAgreement. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including 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 Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative AgentAgent (it being understood and agreed that a legend substantially in the form set forth in Section 6.1(s) is acceptable), evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute (if applicable) and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and that portion of the Related Rights in which a security interest may be perfected by the filing of a financing statement under the UCC that was or will be purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriatenecessary. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Transferor 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 Buyer, the Servicer, the Company or Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerCompany or the Administrative Agent, the Administrative Agent or any Lender, such Originator Transferor will execute (if applicable), authorize 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. Each Originator The Transferor hereby authorizes each of the Buyer or its designee or assignee (including, without limitation, Company and the Administrative Agent) Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of the Transferor, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and Related Rights now existing or hereafter generated or otherwise acquired by the Transferor (including, without limitation, each such OriginatorReceivable sold or purported sold to the Transferor pursuant to the Purchase and Sale Agreement). If any Originator the Transferor fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, Company and the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Transferor.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative AgentBuyer, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative AgentBuyer. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, or the Administrative Agent or any Lender Administrator may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, Buyer or the Administrative Agent or any LenderAdministrator, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Related Rights now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, The Seller and PolyOne each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documentthe Certificates. Without limiting the generality of the foregoing, each of the Seller and PolyOne will, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate in accordance with law; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, xxxx 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) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) 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 Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. If any Originator the Seller or PolyOne fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller or PolyOne as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, any Sub-Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the BuyerCompany, the Servicer, or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer Company hereunder, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, Company or the Administrative Agent or any LenderAgent, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators shall (or shall permit the Servicer shall to) change or remove such notation without the prior written consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be reasonably necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees ----------------------------------- that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Shares purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction the Ownership Document. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize 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) xxxx conspicuously each invoice evidencing each Pool Receivable and the related Contract with a legend, acceptable to the Agent and not unacceptable to the Seller acting reasonably, evidencing that such Shares have been sold in accordance with this Agreement; and (iii) xxxx its master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator If the Seller does not execute and file or execute and return to the Agent any financing statement requested by the Agent pursuant to this Section within 20 days after the Agent's request, the Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent to file one or more such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any statement without the signature of the Receivables and Related Rights sold or otherwise conveyed or purported Seller where permitted by law, provided that the collateral description contained in such financing statement shall be identical to be conveyed by it hereunder and now existing or hereafter generated by such Originatorthat set forth in the financing statements referred to in Section 3.03(f). If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01 or 11.06, as applicable. The Collection Agent shall, promptly upon the Seller's or the Agent's request pursuant to this Section 6.05, deliver the original Contracts in its possession to the Agent, together with any endorsements as may be required hereunder or under the applicable NewCo Agreement or Originator Agreement.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, the Seller will, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize 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 xxxspicuously 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 xxx master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) 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 Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx mark its master data processing records evidencing Pool Receivables and Contracts report with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Master Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderPurchaser, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will, and will cause each Selling Subsidiary to, promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or and enforce any of its their respective rights and remedies hereunder or under any other Transaction Documenteach Selling Subsidiary Letter. Without limiting the generality of the foregoing, the Seller will, and will cause each Selling Subsidiary to, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate in accordance with law; (ii) if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, mark conspicuously each invoice evidencing each Pool Receivable and xxx 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 Receivxxxxs and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) 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 Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the Contracts, or Pool Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator 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 Buyer, Purchaser or the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Transferred Receivables and the Related Rights purchased Security acquired by or contributed to the Buyer Purchaser hereunder, or to enable the Buyer Purchaser to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the BuyerPurchaser or the Agent, the Administrative Agent or any Lender, such Originator Seller will (i) execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriateappropriate in the reasonable judgment of the Purchaser or the Agent; (ii) xxxx its data processing records to show that the Transferred Receivables have been assigned to the Purchaser; and (iii) xxxx invoices relating to the Transferred Receivables to show that the Transferred Receivables have been assigned to the Purchaser. Each Originator Seller hereby authorizes the Buyer Purchaser or its designee or assignee (including, without limitation, 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 Transferred Receivables (and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such OriginatorSecurity). If any Originator Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses expense of the Buyer Purchaser or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such OriginatorSeller as provided in Section 9.6.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, any Sub-Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such assignments, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more assignments, financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees ----------------------------------- that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Deal Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables Purchased Interests and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction DocumentEquipment Collateral. Without limiting the generality of the foregoing, the Seller will (i) xxxx its master data processing records evidencing such Purchased Asset and related Leases with a legend, acceptable to the Deal Agent, evidencing that the Deal Agent and the Purchaser have acquired an interest therein as provided in this Agreement, (ii) comply with the Obligor UCC Filing Requirement and (iii) upon the request of the Buyer, the Administrative Deal Agent or any Lender, such Originator will execute the Purchaser (if applicablesubject to the provisions of Section 2.10), authorize 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 appropriateappropriate or as such Persons may reasonably request. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Purchased Assets, the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security and/or the Equipment Collateral now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A carbon, photographic or other reproduction of this Agreement or any financing statement covering all or any part of the Purchased Assets, the Related Security and/or the Equipment Collateral, shall be sufficient as a financing statement. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent incurred in connection therewith shall be payable by such Originatorthe Seller upon the Deal Agent's demand therefor.

Further Action Evidencing Purchases. On or prior to At the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator 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 action, that may be necessary or desirable or that the Buyer, the Servicer, the Administrative Agent or any Lender Issuer may reasonably request request, in order to perfect, protect or more fully evidence the Receivables Issuer's right, title and Related Rights purchased by or contributed to interest in the Buyer hereunderPurchased Contract Assets and its rights under the Contracts with respect thereto, or to enable the Buyer Issuer to exercise or enforce any of its rights hereunder or under any other Transaction Documentsuch rights. Without limiting the generality of the foregoing, (i) the Seller will upon the request of the BuyerIssuer, the Administrative Trustee and the Collateral Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereofthereto, and such other instruments or notices, notices as may be necessary or appropriate. Each Originator or, in the opinion of the Issuer, advisable, (ii) the Seller hereby irrevocably authorizes each of the Buyer or its designee or assignee (including, without limitationIssuer, the Administrative Agent) Trustee and the Collateral Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereofthereto, relative relating to all or any part of the Receivables and Related Rights Purchased Contract Assets sold or otherwise conveyed or purported to be conveyed sold by it hereunder and now existing the Seller, or hereafter generated by such Originator. If any Originator the underlying Contracts with respect thereto, without the signature of the Seller, (iii) if the Seller or the Servicer fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Issuer may (but shall not be required to) itself perform, or cause the performance of, such agreement agreements or obligationobligations, and the costs and expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Issuer incurred in connection therewith shall be payable by the Servicer and (iv) each of the Seller and the Servicer agrees that from time to time, at its expense, it will (A) indicate on its books and records that the Purchased Contract Assets has been sold and assigned to the Issuer and pledged by the Issuer to the Collateral Agent, and provide to the Issuer, the Collateral Agent and the Trustee, upon request, copies of such Originatorrecords, (B) obtain the agreement of any Person having a Lien in and to any Purchased Contract Assets owned by the Seller (other than any Lien created or imposed hereunder or under the Security Agreement) to release such Lien upon the transfer of any such Purchased Contract Assets to the Issuer and (C) notify the Issuer promptly after obtaining knowledge that any Purchased Contract Assets has become subject to a Lien other than any Lien created or imposed hereunder or under the Security Agreement.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Deal Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction DocumentPurchased Interests. Without limiting the generality of the foregoing, the Seller will (i) xxxx its master data processing records evidencing such Purchased Asset with a legend, acceptable to the Deal Agent, evidencing that the Deal Agent and the Purchaser have acquired an interest therein as provided in this Agreement, (ii) comply with the Obligor Filing Requirement and the Purchaser Filing Requirement and (iii) upon the request of the Buyer, the Administrative Deal Agent or any Lender, such Originator will execute the Purchaser (if applicablesubject to the provisions of Section 2.10), authorize 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 appropriateappropriate or as such Persons may reasonably request. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables Purchased Assets, and the Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A carbon, photographic or other reproduction of this Agreement or any financing statement covering all or any part of the Purchased Assets and the Related Security, shall be sufficient as a financing statement. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Deal Agent incurred in connection therewith shall be payable by such Originatorthe Seller upon the Deal Agent's demand therefor. SECTION 6.06.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing an identification that indicates that the Pool Receivables have been transferred pledged in accordance with this Agreement and cause each Originator so to identify its master data processing records with such an identification, and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerBuyer or the Administrative Agent, the Administrative Agent or any Lender, such Originator Seller will execute (if applicable), authorize 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. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of the Seller, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated acquired by such Originatorthe Seller. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originatorthe Seller.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights Eligible Assets purchased by or contributed to the Buyer Owners hereunder, or to enable any of them or the Buyer Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documentthe Certificate. Without limiting the generality of the foregoing, the Seller will upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will Agent: (i) execute (if applicable), authorize 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) mark xxxspicuously 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 xxx master data processing records evidencing such Pool Receivables and related Contracts with such legend. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) 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 Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Security now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Agent incurred in connection therewith shall be payable by such Originatorthe Seller as provided in Section 10.01 or Section 12.06, as applicable.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the BuyerCompany, the Servicer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or by, and contributed to to, the Buyer Company hereunder, or to enable the Buyer Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the BuyerCompany, the Administrative Agent Administrator or any LenderPurchaser Agent, such the Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any such Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer Company or its designee or assignee (including, without limitation, the Administrative AgentAdministrator) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing books and records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Master Servicer, the Administrative Agent or any Lender Purchaser may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderPurchaser, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each such Sub-Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators such Sub-Originator or Servicer shall not change or remove such notation without the consent of the Buyer and the Administrative Agent, such consent not to be unreasonably withheld or delayed. Each Such Sub-Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, Buyer or the Administrative Agent or any LenderAgent, such Sub-Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriatereasonably necessary. Each Such Sub-Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, including 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by such Sub-Originator. If any such Sub-Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, including the Administrative Agent) incurred in connection therewith shall be payable by such Sub-Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, legend evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderLender , such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originatorhereunder. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the ServicerBorrower, the Servicer or the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Borrower or the Administrative Agent or any LenderAgent, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Borrower and the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Borrower and the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Borrower and the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documentsdocuments necessary or advisable, and take all further action that the Buyer, the Servicer, the Administrative Funding Agent or any Lender may reasonably request request, in order to perfect, protect or more fully evidence its interest in the Receivables and Related Rights purchased by or contributed to the Buyer hereunderPurchased Assets, or to enable PARCO, the Buyer APA Banks or the Funding Agent to exercise or enforce any of its their respective rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, the Seller will (i) xxxx its master data processing records evidencing such Purchased Receivables and related Contracts with a legend, acceptable to the Funding Agent, evidencing that the Funding Agent, on behalf of PARCO and the APA Banks, has acquired an interest therein as provided in this Agreement and (ii) upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicableFunding Agent), authorize 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 appropriateappropriate or as the Funding Agent may reasonably request. Each Originator The Seller hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Funding Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and Purchased Assets now existing or hereafter generated arising without the signature of the Seller where permitted by such Originatorlaw. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Purchased Assets, or any part thereof, shall be sufficient as a financing statement. If any Originator the Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Funding Agent may (but shall not be required to) itself perform, or (at the direction of the Funding Agent) cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) Funding Agent incurred in connection therewith shall be payable by the Seller upon the Funding Agent's demand therefor; PROVIDED, HOWEVER, prior to taking any such Originatoraction, the Funding Agent shall give notice of such intention to the Seller and provide the Seller with a reasonable opportunity to take such action itself.

Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall xxxx its master data processing records evidencing Pool Receivables and Contracts with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Servicer, any Sub-Servicer, the Administrative Agent or any Lender Group Agent may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any LenderGroup Agent, such Originator will execute (if applicable), authorize 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. Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, 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 Receivables and Related Rights sold sold, contributed or otherwise conveyed or purported to be sold, contributed or otherwise conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.