TO
BE TAKEN ALL SUCH ACTIONS AS MAY BE REASONABLY NECESSARY OR ADVISABLE TO COLLECT
ON THE RECEIVABLES FROM TIME TO TIME, ALL IN ACCORDANCE WITH APPLICABLE LAW, THE
CREDIT AND COLLECTION POLICY AND THE SERVICING STANDARD.
WITHOUT LIMITING THE
FOREGOING, THE DUTIES OF THE SERVICER SHALL INCLUDE THE FOLLOWING:
(I)
PREPARING AND SUBMITTING CLAIMS TO, AND
ACTING AS POST-BILLING LIAISON WITH, OBLIGORS ON EACH RECEIVABLE;
(II)
MAINTAINING ALL REASONABLY NECESSARY
SERVICING RECORDS WITH RESPECT TO THE RECEIVABLES AND PROVIDING SUCH REPORTS,
INFORMATION AND SERVICING RECORDS TO THE BUYER IN RESPECT OF THE SERVICING OF
THE RECEIVABLES (INCLUDING INFORMATION RELATING TO THE SERVICER'S PERFORMANCE
UNDER THIS AGREEMENT) AS THE BUYER MAY REASONABLY REQUEST;
(III)
MAINTAINING AND IMPLEMENTING ADMINISTRATIVE
AND OPERATING PROCEDURES (INCLUDING, WITHOUT LIMITATION, AN ABILITY TO RECREATE
SERVICING RECORDS EVIDENCING THE RECEIVABLES IN THE EVENT OF THE DESTRUCTION OF
THE ORIGINALS THEREOF) AND KEEPING AND MAINTAINING ALL DOCUMENTS, BOOKS, RECORDS
AND OTHER INFORMATION REASONABLY NECESSARY OR ADVISABLE FOR THE COLLECTION OF
THE RECEIVABLES;
(IV)
IDENTIFYING EACH RECEIVABLE CLEARLY AND
UNAMBIGUOUSLY IN ITS SERVICING RECORDS TO REFLECT THAT SUCH RECEIVABLE IS OWNED
BY THE BUYER;
(V)
NOTIFYING THE BUYER OF ANY MATERIAL ACTION,
SUIT, PROCEEDING, DISPUTE, OFFSET, DEDUCTION, DEFENSE OR COUNTERCLAIM (A) THAT
IS, OR TO THE SERVICER'S KNOWLEDGE THREATENED TO BE, ASSERTED BY AN OBLIGOR WITH
RESPECT TO ANY RECEIVABLE (OR PORTION THEREOF) OF WHICH IT HAS KNOWLEDGE OR HAS
RECEIVED NOTICE; AND (B) THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(VI)
PROVIDING WRITTEN NOTICE TO THE BUYER, PRIOR TO
THE EFFECTIVE DATE THEREOF, OF ANY MATERIAL PROPOSED CHANGES IN THE CREDIT AND
COLLECTION POLICY;
(VII)
MAINTAINING THE SERVICING FILES WITH RESPECT TO
RECEIVABLES; AND
(VIII)
REMITTING TO THE APPROPRIATE GOVERNMENTAL
AUTHORITIES AND OBLIGORS ANY EXCLUDED AMOUNTS FROM TIME TO TIME THAT ARE HELD IN
THE COLLECTION ACCOUNT.
(C)
ANY PAYMENT BY AN OBLIGOR IN RESPECT OF ANY
INDEBTEDNESS OWED BY IT TO THE BUYER SHALL, EXCEPT AS OTHERWISE SPECIFIED BY
SUCH OBLIGOR OR OTHERWISE REQUIRED BY CONTRACT OR
32
LAW, BE APPLIED AS A COLLECTION OF A PAYMENT BY SUCH OBLIGOR (STARTING WITH THE
OLDEST SUCH OUTSTANDING PAYMENT DUE) TO THE EXTENT OF ANY AMOUNTS THEN DUE AND
PAYABLE THEREUNDER BEFORE BEING APPLIED TO ANY OTHER RECEIVABLE OR OTHER
OBLIGATION OF SUCH OBLIGOR.
Section 8.3.
Authorization of the Servicer.
The Buyer hereby authorizes the Servicer to take any and all reasonable steps in
the Buyer's name and on the Buyer's behalf necessary or desirable in the
determination of the Servicer to collect all amounts due under any and all
Receivables, including, without limitation, endorsing any of their names on
checks and other instruments representing Collections, executing and delivering
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with respect to the
Receivables and, after the delinquency of any Receivables and to the extent
permitted under and in compliance with Applicable Law, to commence proceedings
with respect to enforcing payment thereof.
The