AUTHORIZES THE SELLER OR THE AGENT TO FILE FINANCING
STATEMENTS WITH RESPECT TO THE SECONDARY PURCHASE AGREEMENT AS PERMITTED BY THE
UCC.
SECTION 6.06.
COVENANTS OF THE SERVICER AND THE ORIGINATORS.
(A)
AUDITS.
THE SERVICER WILL, FROM TIME TO TIME DURING REGULAR BUSINESS HOURS AS REQUESTED
BY THE AGENT, PERMIT THE AGENT, OR ITS AGENTS OR REPRESENTATIVES (SUCH AS
INDEPENDENT AUDIT AND CONSULTING FIRMS SPECIALIZING IN SECURITIZATION
TRANSACTIONS), (I) TO CONDUCT PERIODIC AUDITS OF THE RECEIVABLES, THE RELATED
SECURITY AND THE RELATED BOOKS AND RECORDS AND COLLECTIONS SYSTEMS OF THE
SERVICER, (II) TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM ALL BOOKS,
RECORDS AND DOCUMENTS (INCLUDING, WITHOUT LIMITATION, COMPUTER TAPES AND DISKS)
IN THE POSSESSION OR UNDER THE CONTROL OF THE SERVICER RELATING TO POOL
RECEIVABLES AND THE RELATED SECURITY, INCLUDING, WITHOUT LIMITATION, THE
CONTRACTS, AND (III) TO VISIT THE OFFICES AND PROPERTIES OF THE SERVICER FOR THE
PURPOSE OF EXAMINING SUCH MATERIALS DESCRIBED IN CLAUSE (II) ABOVE, AND TO
DISCUSS MATTERS RELATING TO POOL RECEIVABLES AND THE RELATED SECURITY OR THE
SERVICER'S PERFORMANCE HEREUNDER WITH ANY OF THE OFFICERS OR EMPLOYEES OF THE
SERVICER HAVING KNOWLEDGE OF SUCH MATTERS.
(B)
CHANGE IN CREDIT AND COLLECTION POLICY.
NEITHER THE SERVICER NOR
ANY ORIGINATOR WILL MAKE ANY CHANGE IN THE CREDIT AND COLLECTION POLICY THAT
WOULD IMPAIR THE COLLECTIBILITY OF ANY POOL RECEIVABLE OR THE ABILITY OF ANY
ORIGINATOR (IF SUCH ORIGINATOR IS ACTING AS SERVICER) TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT.
IN THE EVENT THAT THE SERVICER OR ANY ORIGINATOR MAKES
ANY CHANGE TO THE CREDIT AND COLLECTION POLICY, IT SHALL, CONTEMPORANEOUSLY WITH
SUCH CHANGE, PROVIDE THE AGENT WITH AN UPDATED CREDIT AND COLLECTION POLICY AND
A SUMMARY OF ALL MATERIAL CHANGES.
(C)
INVOICES.
FROM AND AFTER THE DATE OF THIS AGREEMENT, NO
ORIGINATOR SHALL GENERATE AN INVOICE THAT CONTAINS A CONFIDENTIALITY PROVISION
THAT PURPORTS TO RESTRICT THE RIGHT OF THE AGENT, THE INVESTORS OR THE BANKS TO
REVIEW SUCH INVOICE.
(D)
NOTICE OF CHANGES TO CREDIT AGREEMENT.
THE PARENT WILL PROVIDE TO
THE AGENT PROMPTLY (AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS AFTER THE
EXECUTION THEREOF) COPIES OF ANY NEW CREDIT FACILITY OR ANY AMENDMENTS TO THE
CREDIT AGREEMENT OR ANY EXISTING CREDIT FACILITY, IF SUCH CREDIT FACILITY OR
AMENDMENTS INCLUDE OR AFFECT FINANCIAL COVENANTS OR FINANCIAL TESTS THAT TRIGGER
AN AUTOMATIC AMENDMENT TO THIS AGREEMENT PURSUANT TO SECTION 7.01(N).
SECTION 6.07.
INDEMNITIES BY THE SERVICER.
WITHOUT LIMITING ANY OTHER
RIGHTS THAT THE AGENT, ANY INVESTOR, ANY BANK, ANY OF THEIR RESPECTIVE
AFFILIATES OR MEMBERS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
OR ADVISORS (EACH, A "SPECIAL INDEMNIFIED PARTY") MAY HAVE HEREUNDER OR UNDER
APPLICABLE LAW, AND IN CONSIDERATION OF ITS APPOINTMENT AS SERVICER, THE
SERVICER HEREBY AGREES TO INDEMNIFY EACH SPECIAL INDEMNIFIED PARTY FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES (INCLUDING REASONABLE
ATTORNEYS' FEES) (ALL OF THE FOREGOING BEING COLLECTIVELY REFERRED TO AS
"SPECIAL INDEMNIFIED AMOUNTS") ARISING OUT OF OR
53
RESULTING FROM ANY OF THE FOLLOWING (EXCLUDING, HOWEVER, (A)