THE PRIOR WRITTEN CONSENT OF THE AGENT.
SECTION 5.02.
COVENANT OF THE SELLER AND THE ORIGINATORS; AUDITS.
UNTIL
THE LATEST OF THE FACILITY TERMINATION DATE OR THE DATE ON WHICH NO CAPITAL OF
OR YIELD ON ANY RECEIVABLE INTEREST SHALL BE OUTSTANDING OR THE DATE ALL OTHER
AMOUNTS OWED BY THE SELLER HEREUNDER TO THE INVESTORS, THE BANKS OR THE AGENT
ARE PAID IN FULL, THE SELLER AND EACH ORIGINATOR WILL, AT THEIR RESPECTIVE
EXPENSE, 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
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 SELLER OR SUCH ORIGINATOR, AS THE CASE MAY BE, RELATING
TO POOL RECEIVABLES AND THE RELATED SECURITY, INCLUDING, WITHOUT LIMITATION, THE
CONTRACTS, AND (II) TO VISIT THE OFFICES AND PROPERTIES OF THE SELLER OR SUCH
ORIGINATOR, AS THE CASE MAY BE, FOR THE PURPOSE OF EXAMINING SUCH MATERIALS
DESCRIBED IN CLAUSE (I) ABOVE, AND TO DISCUSS MATTERS RELATING TO POOL
RECEIVABLES AND THE RELATED SECURITY OR THE SELLER'S OR SUCH ORIGINATOR'S
PERFORMANCE UNDER THE TRANSACTION DOCUMENTS OR UNDER THE CONTRACTS WITH ANY OF
THE OFFICERS OR EMPLOYEES OF THE SELLER OR SUCH ORIGINATOR, AS THE CASE MAY BE,
HAVING KNOWLEDGE OF SUCH MATTERS.
IN ADDITION, UPON THE AGENT'S REQUEST FROM
TIME TO TIME, THE SELLER WILL APPOINT AN INDEPENDENT AUDIT AND CONSULTING FIRM
SPECIALIZING IN SECURITIZATION TRANSACTIONS SELECTED BY THE AGENT TO CONDUCT AN
AUDIT AND PREPARE AND DELIVER TO THE AGENT A WRITTEN REPORT WITH RESPECT TO THE
RECEIVABLES AND THE CREDIT AND COLLECTION POLICY (INCLUDING, IN EACH CASE, THE
SYSTEMS, PROCEDURES AND RECORDS RELATING THERETO) ON A SCOPE AND IN A FORM
REASONABLY REQUESTED BY THE AGENT.
THE EXPENSE OF ONE AUDIT IN EACH CALENDAR
YEAR SHALL BE BORNE BY THE SELLER; PROVIDED, HOWEVER, THAT AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT WHICH BUT FOR NOTICE OR LAPSE OF TIME OR
BOTH WOULD CONSTITUTE A SERVICER DEFAULT, OR AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN INCIPIENT EVENT OF TERMINATION OR AN EVENT OF TERMINATION, OR
FOLLOWING AN AUDIT REPORT INDICATING AN AUDIT DEFICIENCY, THE EXPENSE OF ANY
ADDITIONAL AUDITS AS THE AGENT SHALL DEEM NECESSARY UNDER THE CIRCUMSTANCES
SHALL BE BORNE BY THE SELLER.
49
ARTICLE VI
ADMINISTRATION AND COLLECTION
OF POOL RECEIVABLES
SECTION 6.01.
DESIGNATION OF SERVICER.
THE SERVICING, ADMINISTRATION AND
COLLECTION OF THE POOL RECEIVABLES SHALL BE CONDUCTED BY THE SERVICER SO
DESIGNATED HEREUNDER FROM TIME TO TIME.
UNTIL THE AGENT GIVES NOTICE TO THE
SELLER OF THE DESIGNATION OF A NEW SERVICER FOLLOWING A SERVICER DEFAULT, THE
PARENT IS HEREBY DESIGNATED AS, AND HEREBY AGREES TO PERFORM THE DUTIES AND
OBLIGATIONS OF, THE SERVICER PURSUANT TO THE TERMS HEREOF.
THE AGENT MAY, AT
ANY TIME AFTER THE OCCURRENCE AND DURING THE