TO DISCUSS MATTERS RELATING TO POOL RECEIVABLES OR SUCH
SELLER PARTY'S PERFORMANCE HEREUNDER WITH ANY OF THE OFFICERS OR EMPLOYEES OF
SUCH SELLER PARTY HAVING KNOWLEDGE OF SUCH MATTERS; (II) PERMIT EACH PURCHASER
AGENT OR ANY OF ITS AGENTS OR REPRESENTATIVES, UPON NOT LESS THAN FIVE (5)
BUSINESS DAYS' NOTICE FROM SUCH PURCHASER AGENT (UNLESS A LIQUIDATION EVENT HAS
OCCURRED AND IS CONTINUING (OR SUCH PURCHASER AGENT BELIEVES IN GOOD FAITH THAT
A LIQUIDATION EVENT HAS OCCURRED AND IS CONTINUING) IN WHICH CASE NO SUCH NOTICE
SHALL BE REQUIRED), TO MEET WITH THE INDEPENDENT AUDITORS OF SUCH SELLER PARTY,
TO REVIEW SUCH AUDITORS' WORK PAPERS AND OTHERWISE TO REVIEW WITH SUCH AUDITORS
THE BOOKS AND RECORDS OF SUCH SELLER PARTY WITH RESPECT TO THE POOL RECEIVABLES
AND RELATED ASSETS; AND (III) WITHOUT LIMITING THE PROVISIONS OF CLAUSE (I) OR
(II) NEXT ABOVE, FROM TIME TO TIME, AT THE EXPENSE OF SUCH SELLER PARTY, PERMIT
CERTIFIED PUBLIC ACCOUNTANTS OR OTHER AUDITORS ACCEPTABLE TO EACH
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Purchaser Agent to conduct a review of such Seller Party's books and records
with respect to the Pool Receivables and Related Assets; provided, that, so long
as no Liquidation Event has occurred and is continuing, (A) such reviews (as
between the Agents) shall not be done more than four (4) times in any one
calendar year and (B) the Seller Parties shall only be responsible for the costs
and expenses of one such review (as between the Agents) in any one calendar
year.
The Purchaser Agents agree that they will consult and coordinate with
each other regarding the scheduling of all reviews and neither will conduct a
review without providing reasonable prior notice to the other Purchaser Agent.
(D)
KEEPING OF RECORDS AND BOOKS OF ACCOUNT.
THE SERVICERS WILL MAINTAIN AND IMPLEMENT ADMINISTRATIVE AND OPERATING
PROCEDURES (INCLUDING, WITHOUT LIMITATION, AN ABILITY TO RECREATE RECORDS
EVIDENCING POOL 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 POOL
RECEIVABLES (INCLUDING, WITHOUT LIMITATION, RECORDS ADEQUATE TO PERMIT THE DAILY
IDENTIFICATION OF OUTSTANDING UNPAID BALANCES BY OBLIGOR AND RELATED DEBIT AND
CREDIT DETAILS OF THE POOL RECEIVABLES).
(E)
PERFORMANCE AND COMPLIANCE WITH RECEIVABLES
AND CONTRACTS.
EACH SELLER PARTY WILL, AT ITS EXPENSE, TIMELY AND FULLY PERFORM
AND COMPLY WITH ALL MATERIAL PROVISIONS, COVENANTS AND OTHER PROMISES, IF ANY,
REQUIRED TO BE OBSERVED BY IT UNDER THE CONTRACTS RELATED TO THE POOL
RECEIVABLES AND ALL AGREEMENTS RELATED TO SUCH POOL RECEIVABLES.
(F)
LOCATION OF RECORDS.
EACH SELLER PARTY
WILL KEEP ITS CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE, AND THE
OFFICES WHERE IT KEEPS ITS RECORDS CONCERNING THE POOL RECEIVABLES, ALL RELATED
CONTRACTS AND ALL AGREEMENTS RELATED TO SUCH POOL RECEIVABLES (AND ALL ORIGINAL
DOCUMENTS RELATING THERETO), AT THE ADDRESS(ES) OF THE SERVICERS AND SELLER
REFERRED TO IN SECTION 6.1(N) OR, UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE
ADMINISTRATIVE AGENT (WITH A COPY TO EACH PURCHASER