BUSINESS DAY OF EACH FISCAL QUARTER, (I)
UP-TO-DATE SUMMARY
OF PAYMENT HISTORIES, CONTRACT ACCOUNTING, OUTSTANDING PRINCIPAL BALANCE,
CUSTOMER SERVICE NOTES, COLLECTION HISTORIES, OBLIGOR NAMES AND ADDRESSES AND A
DELINQUENCY REPORT, AS CUSTOMER PERIODICALLY PREPARES FOR ITS INTERNAL PURPOSES;
AND (II) SUCH OTHER MATERIALS REGARDING THE PERFORMANCE AND FINANCIAL CONDITION
OF THE OBLIGORS AS CUSTOMER PERIODICALLY PREPARES FOR ITS INTERNAL PURPOSES.
CUSTOMER SHALL DELIVER TO BUYER, NO LATER THAN EACH INTEREST PAYMENT DATE, A
SERVICING REPORT IN A FORMAT AND CONTAINING SUCH INFORMATION THAT IS REASONABLY
SATISFACTORY TO BUYER AND CUSTOMER.
SUCH REPORT SHALL BE MADE AVAILABLE IN
WRITTEN OR ELECTRONIC FORMAT.
BUYER AND CUSTOMER AGREE THAT THE FORM OF REPORT
ATTACHED HERETO AS SCHEDULE 2.11(F) IS SATISFACTORY.
SECTION 2.12.
CASH TRAP.
BUYER SHALL HOLD FUNDS PAID TO IT PURSUANT TO
SECTION 2.5(C)(VII) AS ADDITIONAL SECURITY FOR CUSTOMER'S OBLIGATION.
IF THE
POTENTIAL TERMINATION EVENT IN QUESTION SHALL CEASE TO EXIST AND NO TERMINATION
EVENT OR OTHER POTENTIAL TERMINATION EVENT SHALL THEN EXIST, BUYER WILL DISBURSE
THE AMOUNT SO HELD TO CUSTOMER AND IF A TERMINATION EVENT SHALL OCCUR OR EXIST,
ALL FUNDS PAID PURSUANT TO SECTION 2.5(C)(VII) WILL BE APPLIED TO CUSTOMER'S
OBLIGATIONS AS DETERMINED BY BUYER, IN ITS SOLE DISCRETION.
SECTION 2.13.
WHOLE LOAN REPURCHASES.
SO LONG AS A TERMINATION EVENT
HAS NOT OCCURRED, CUSTOMER, WITH THE PRIOR CONSENT OF BUYER (OR, WITHOUT BUYER'S
CONSENT, IF ALL RECEIVABLES ARE BEING REPURCHASED), MAY, ON NOT LESS THAN FOUR
(4) BUSINESS DAYS' PRIOR IRREVOCABLE NOTICE, REPURCHASE, ON A WHOLE LOAN BASIS,
ANY RECEIVABLE FROM BUYER.
IF CUSTOMER ELECTS TO SO REPURCHASE ANY RECEIVABLE,
CUSTOMER SHALL PAY TO BUYER, CUSTOMER REPURCHASE PRICE WITH RESPECT TO SUCH
RECEIVABLE (AND IF ALL RECEIVABLES ARE REPURCHASED, CUSTOMER REPURCHASE PRICE
FOR ALL RECEIVABLES) AND THEREAFTER SELL THE RECEIVABLE TO A PARTY (WHICH MAY BE
CUSTOMER OR ANOTHER SUBSIDIARY OF CUSTOMER), THEREBY REMOVING THE RECEIVABLE(S)
FROM THE LIST OF RECEIVABLES AND REDUCING THE AGGREGATE PRINCIPAL OUTSTANDING IN
AN AMOUNT EQUAL TO THE PORTION OF CUSTOMER REPURCHASE PRICE RELATING TO SUCH
RECEIVABLE(S) THAT IS ALLOCABLE TO PART (A) OF THE DEFINITION OF CUSTOMER
REPURCHASE PRICE.
IN CONNECTION WITH SUCH REPURCHASE, BUYER SHALL, AT
CUSTOMER'S SOLE COST AND EXPENSE, TAKE ALL ACTIONS AS MAY BE REASONABLY BE
REQUESTED BY CUSTOMER TO RECONVEY, WITHOUT RECOURSE OR WARRANTY, OR EVIDENCE THE
RECONVEYANCE, WITHOUT RECOURSE OR WARRANTY, OF THE RECEIVABLE(S) IN QUESTION TO
CUSTOMER OR SUCH OTHER PERSON AS CUSTOMER MAY DESIGNATE, INCLUDING DELIVERY OF
INSTRUCTIONS TO THE SERVICER PURSUANT TO SECTIONS 3.6 AND 8.2 OF THE SERVICING
AGREEMENT.
SECTION 2.14.
DEFEASANCE OF RECEIVABLES.
CUSTOMER ACKNOWLEDGES AND
AGREES THAT IN THE EVENT ANY OBLIGOR CONDUCTS A DEFEASANCE OF ANY RECEIVABLE,
CUSTOMER SHALL PROMPTLY
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GIVE BUYER NOTICE THEREOF, AND SHALL CAUSE THE RELATED DEFEASANCE COLLATERAL AND
DOCUMENTATION REQUIRED TO BE DELIVERED IN ACCORDANCE WITH THE TERMS OF THE
APPLICABLE CONTRACTS, TO BE DELIVERED TO CUSTODIAN, TO BE MAINTAINED IN TRUST
FOR THE BENEFIT OF BUYER PURSUANT TO THE PAYING AGENT AGREEMENT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1.
REPRESENTATIONS AND WARRANTIES.
EXCEPT