ABOVE, AND TO
DISCUSS MATTERS RELATING TO SUCH PERSON'S FINANCIAL CONDITION OR THE RECEIVABLES
AND THE RELATED SECURITY OR ANY
16
Person's performance under any of the Transaction Documents or any Person's
performance under the Contracts and, in each case, with any of the officers or
employees of Seller or the Servicer having knowledge of such matters.
(E)
KEEPING AND MARKING OF RECORDS AND BOOKS.
(I)
THE SERVICER WILL (AND WILL CAUSE ORIGINATOR TO) MAINTAIN AND
IMPLEMENT ADMINISTRATIVE AND OPERATING PROCEDURES (INCLUDING, WITHOUT
LIMITATION, AN ABILITY TO RECREATE RECORDS EVIDENCING RECEIVABLES IN THE EVENT
OF THE DESTRUCTION OF THE ORIGINALS THEREOF), AND KEEP AND MAINTAIN ALL
DOCUMENTS, BOOKS, RECORDS AND OTHER INFORMATION REASONABLY NECESSARY OR
ADVISABLE FOR THE COLLECTION OF ALL RECEIVABLES (INCLUDING, WITHOUT LIMITATION,
RECORDS ADEQUATE TO PERMIT THE IMMEDIATE IDENTIFICATION OF EACH NEW RECEIVABLE
AND ALL COLLECTIONS OF AND ADJUSTMENTS TO EACH EXISTING RECEIVABLE).
THE
SERVICER WILL (AND WILL CAUSE ORIGINATOR TO) GIVE THE AGENT NOTICE OF ANY
MATERIAL CHANGE IN THE ADMINISTRATIVE AND OPERATING PROCEDURES REFERRED TO IN
THE PREVIOUS SENTENCE.
(II)
SUCH SELLER PARTY WILL (AND WILL CAUSE ORIGINATOR TO) (A) ON OR
PRIOR TO THE DATE HEREOF, MARK ITS MASTER DATA PROCESSING RECORDS AND OTHER
BOOKS AND RECORDS RELATING TO THE PURCHASER INTERESTS WITH A LEGEND, ACCEPTABLE
TO THE AGENT, DESCRIBING THE PURCHASER INTERESTS AND (B) AFTER THE OCCURRENCE OF
AN AMORTIZATION EVENT, UPON THE REQUEST OF THE AGENT, TAKE ALL ACTIONS
REASONABLY REQUESTED BY THE AGENT IN RESPECT OF THE MAINTENANCE OR HANDLING OF
THE CONTRACTS IN ORDER TO PERFECT OR MORE FULLY PROTECT THE INTERESTS OF THE
AGENT AND THE PURCHASERS IN THE RECEIVABLES, THE COLLECTIONS, THE RELATED
SECURITY AND ALL PROCEEDS THEREOF OR TO FACILITATE THE COLLECTION AND SERVICING
OF THE RECEIVABLES.
(F)
COMPLIANCE WITH CONTRACTS AND CREDIT AND COLLECTION POLICY.
SUCH
SELLER PARTY WILL (AND WILL CAUSE ORIGINATOR TO) TIMELY AND FULLY (I) PERFORM
AND COMPLY WITH ALL PROVISIONS, COVENANTS AND OTHER PROMISES REQUIRED TO BE
OBSERVED BY IT UNDER THE CONTRACTS RELATED TO THE RECEIVABLES, AND (II) COMPLY
IN ALL RESPECTS WITH THE CREDIT AND COLLECTION POLICY IN REGARD TO EACH
RECEIVABLE AND THE RELATED CONTRACT.
(G)
PERFORMANCE AND ENFORCEMENT OF RECEIVABLES SALE AGREEMENT.
SELLER
WILL, AND WILL REQUIRE ORIGINATOR TO, PERFORM EACH OF THEIR RESPECTIVE
OBLIGATIONS AND UNDERTAKINGS UNDER AND PURSUANT TO THE RECEIVABLES SALE
AGREEMENT, WILL PURCHASE RECEIVABLES THEREUNDER IN STRICT COMPLIANCE WITH THE
TERMS THEREOF AND WILL VIGOROUSLY ENFORCE THE RIGHTS AND REMEDIES ACCORDED TO
SELLER UNDER THE RECEIVABLES SALE AGREEMENT.
SELLER WILL TAKE ALL ACTIONS TO
PERFECT AND ENFORCE ITS RIGHTS AND INTERESTS (AND THE RIGHTS AND INTERESTS OF
THE AGENT AND THE PURCHASERS AS ASSIGNEES OF SELLER) UNDER THE RECEIVABLES SALE
AGREEMENT AS THE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST, INCLUDING,
WITHOUT LIMITATION, MAKING CLAIMS TO WHICH IT MAY BE ENTITLED UNDER ANY
INDEMNITY, REIMBURSEMENT OR SIMILAR PROVISION CONTAINED IN THE RECEIVABLES SALE
AGREEMENT.
(H)
OWNERSHIP.
SELLER WILL (OR WILL CAUSE ORIGINATOR TO) TAKE ALL
NECESSARY ACTION TO (I) VEST LEGAL AND