REPRESENTATIVES WITH ALL ACCESS THAT THE ORIGINATORS HAVE COVENANTED
AND AGREED TO PROVIDE TO THE BUYER IN SECTION 4.02(B).
(I)
COMMUNICATION WITH ACCOUNTANTS.
THE SERVICER AUTHORIZES BUYER TO
COMMUNICATE DIRECTLY WITH ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AND
AUTHORIZES AND, SHALL UPON BUYER'S REQUEST, INSTRUCT THOSE ACCOUNTANTS TO
DISCLOSE AND MAKE AVAILABLE TO BUYER, ITS OFFICERS, EMPLOYEES, AGENTS AND
REPRESENTATIVES ANY AND ALL FINANCIAL STATEMENTS AND OTHER SUPPORTING FINANCIAL
DOCUMENTS, SCHEDULES AND INFORMATION RELATING TO THE SERVICER (INCLUDING COPIES
OF ANY ISSUED MANAGEMENT LETTERS) WITH RESPECT TO THE BUSINESS, FINANCIAL
CONDITION AND OTHER AFFAIRS OF THE SERVICER; PROVIDED, THAT THE BUYER SHALL
NOTIFY THE SERVICER PRIOR TO ANY CONTACT WITH SUCH ACCOUNTANTS AND ADVISORS AND
SHALL GIVE THE SERVICER THE OPPORTUNITY TO PARTICIPATE IN SUCH DISCUSSIONS.
THE
SERVICER AGREES TO RENDER TO BUYER, AT THE SERVICER'S OWN COST AND EXPENSE, SUCH
CLERICAL AND OTHER ASSISTANCE AS MAY BE REASONABLY REQUESTED WITH REGARD TO THE
FOREGOING.
(J)
COLLECTION OF TRANSFERRED RECEIVABLES.
IN CONNECTION WITH THE
COLLECTION OF AMOUNTS DUE OR TO BECOME DUE UNDER THE TRANSFERRED RECEIVABLES,
THE BORROWER ASSIGNED AGREEMENTS AND ANY OTHER BORROWER COLLATERAL, THE SERVICER
SHALL TAKE SUCH ACTION AS IT, AND FROM AND AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF A TERMINATION EVENT, THE BUYER MAY DEEM NECESSARY OR DESIRABLE TO
ENFORCE COLLECTION OF THE TRANSFERRED RECEIVABLES, THE BORROWER ASSIGNED
AGREEMENTS AND THE OTHER BORROWER COLLATERAL.
IF (I) AN INCIPIENT TERMINATION
EVENT OR A TERMINATION EVENT SHALL HAVE OCCURRED AND BE CONTINUING OR (II) THE
BUYER IN GOOD FAITH BELIEVES THAT AN INCIPIENT TERMINATION EVENT OR A
TERMINATION EVENT IS IMMINENT, THEN THE BUYER MAY, WITHOUT PRIOR NOTICE TO ANY
ORIGINATOR OR THE SERVICER, (X) EXERCISE ITS RIGHT TO TAKE EXCLUSIVE OWNERSHIP
AND CONTROL OF (1) THE LOCKBOXES AND THE COLLECTION ACCOUNTS IN ACCORDANCE WITH
THE TERMS OF THE APPLICABLE COLLECTION ACCOUNT AGREEMENTS AND (2) THE
CONCENTRATION ACCOUNT(IN WHICH CASE THE SERVICER SHALL BE REQUIRED TO DEPOSIT
ANY COLLECTIONS IT THEN HAS IN ITS POSSESSION
37
or at any time thereafter receives, immediately in the Agent Account) and (y)
notify any Obligor under any Transferred Receivable or obligors under the
Borrower Assigned Agreements of the sale to Buyer of such Transferred
Receivables and of the pledge of such Transferred Receivables or Borrower
Assigned Agreements, as the case may be, to the Buyer and its assignees and
direct that payments of all amounts due or to become due to the Buyer thereunder
be made directly to the Buyer or any servicer, collection agent or lockbox or
other account designated by the Buyer and the Buyer may enforce collection of
any such Transferred Receivable or the Borrower Assigned Agreements and adjust,
settle or compromise the amount or payment thereof.
The Buyer shall provide
prompt notice to the Servicer of any such notification of assignment, pledge or
direction of payment to the Obligors under any Transferred Receivables.
(K)
PERFORMANCE OF BORROWER ASSIGNED AGREEMENTS.
THE SERVICER SHALL
(I) PERFORM AND OBSERVE ALL THE TERMS AND PROVISIONS OF THE BORROWER ASSIGNED