any
Originator pursuant to Section 4.04 hereof are paid or deposited into any
Lockbox or Collection Account.
(N)
COMMINGLING.
THE SERVICER SHALL NOT (AND SHALL CAUSE EACH OTHER
MEMBER OF THE PARENT GROUP NOT TO) DEPOSIT OR PERMIT THE DEPOSIT OF ANY FUNDS
THAT DO NOT CONSTITUTE COLLECTIONS OF TRANSFERRED RECEIVABLES INTO ANY LOCKBOX
OR COLLECTION ACCOUNT EXCEPT AS OTHERWISE PERMITTED BY SECTION 4.03(N) HEREOF.
IF ANY FUNDS NOT CONSTITUTING COLLECTIONS OF TRANSFERRED RECEIVABLES ARE
NONETHELESS DEPOSITED INTO A LOCKBOX OR COLLECTION ACCOUNT AND THE SERVICER SO
NOTIFIES BUYER, BUYER SHALL PROMPTLY REMIT ANY SUCH AMOUNTS TO THE APPLICABLE
ORIGINATOR.
SO LONG AS ANY TRANSFERRED RECEIVABLES OF AN OBLIGOR REMAIN UNPAID,
THE SERVICER SHALL NOT INSTRUCT SUCH OBLIGOR TO REMIT COLLECTIONS OF ANY
RECEIVABLES TO ANY PERSON OR ACCOUNT OTHER THAN TO A LOCKBOX OR COLLECTION
ACCOUNT.
(O)
SEPARATE IDENTITY.
THE SERVICER SHALL COMPLY WITH
SECTION 4.02(I) TO THE SAME EXTENT AS IF IT WERE AN ORIGINATOR.
SECTION 7.05.
REPORTING REQUIREMENTS OF THE SERVICER.
THE SERVICER HEREBY
AGREES THAT, FROM AND AFTER THE EFFECTIVE DATE AND UNTIL THE TERMINATION DATE,
IT SHALL PREPARE AND DELIVER OR CAUSE TO BE PREPARED AND DELIVERED TO THE
LENDERS AND THE ADMINISTRATIVE AGENT, ON BEHALF OF THE BUYER, THE FINANCIAL
STATEMENTS, NOTICES, REPORTS, AND OTHER INFORMATION SET FORTH IN ANNEX
5.02(A) TO THE FUNDING AGREEMENT AT THE TIMES, TO THE PERSONS AND IN THE MANNER
SET FORTH IN ANNEX 5.02(A) OF THE FUNDING AGREEMENT.
ARTICLE VIII
EVENTS OF SERVICER TERMINATION
SECTION 8.01.
EVENTS OF SERVICER TERMINATION.
IF ANY OF THE FOLLOWING EVENTS
(EACH, AN "EVENT OF SERVICER TERMINATION") SHALL OCCUR (REGARDLESS OF THE REASON
THEREFOR):
(A)
THE SERVICER SHALL (I) FAIL TO MAKE ANY PAYMENT OR DEPOSIT
HEREUNDER WHEN DUE AND PAYABLE AND THE SAME SHALL REMAIN UNREMEDIED FOR THREE
(3) BUSINESS DAYS OR MORE; (II) FAIL TO DELIVER WHEN DUE ANY OF THE REPORTS
REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7.05 OR ANY OTHER REPORT RELATED TO
THE RECEIVABLES AS REQUIRED BY THE OTHER RELATED DOCUMENTS AND THE SAME SHALL
REMAIN UNREMEDIED FOR FIVE (5) BUSINESS DAYS AFTER THE DATE SPECIFIED FOR
DELIVERY OF ANY REPORT;
OR (III) FAIL OR NEGLECT TO PERFORM, KEEP OR OBSERVE
ANY OTHER PROVISION OF THIS AGREEMENT OR THE OTHER RELATED DOCUMENTS (OTHER THAN
ANY PROVISION EMBODIED IN OR COVERED BY ANY OTHER CLAUSE OF THIS SECTION 8.01)
AND THE SAME SHALL REMAIN UNREMEDIED FOR THIRTY (30) DAYS OR MORE FOLLOWING THE
EARLIER TO OCCUR OF AN AUTHORIZED OFFICER OF THE SERVICER BECOMING AWARE OF SUCH
BREACH AND THE SERVICER'S RECEIPT OF NOTICE THEREOF; OR
(B)
THE SERVICER OR ANY SUBSIDIARY WHICH ACTS AS A SUB-SERVICER SHALL
FAIL TO PAY WHEN DUE OR WITHIN ANY APPLICABLE GRACE PERIOD ANY PRINCIPAL OR
INTEREST ON DEBT OR ANY CONTINGENT OBLIGATIONS OR (2) A BREACH OR DEFAULT OF THE
SERVICER OR ANY SUBSIDIARY WHICH ACTS AS A SUB-SERVICER SHALL OCCUR, OR ANY
CONDITION OR EVENT SHALL OCCUR, WITH RESPECT TO ANY DEBT OR ANY
39
Contingent Obligations, in each