TO THE AGENT ON REQUEST, AND TO ALLOW THE AGENT AND ITS AGENTS AND
REPRESENTATIVES TO VISIT THE SERVICER'S PREMISES UPON REASONABLE NOTICE
(PROVIDED, HOWEVER, THAT NO PRIOR NOTICE SHALL BE REQUIRED IF A TERMINATION
EVENT OR POTENTIAL TERMINATION EVENT HAS OCCURRED) AND DURING NORMAL BUSINESS
HOURS TO EXAMINE SUCH RECORDS, FILES AND BOOKS OF ACCOUNT, TO MAKE COPIES OR
EXTRACTS THEREOF, AND TO CONDUCT SUCH EXAMINATIONS AS THE AGENT DEEMS NECESSARY.
(C)
FOR ALL PURCHASED RECEIVABLES AS TO WHICH
ANY PAYMENT OR PORTION THEREOF IS PAST DUE FOR ANY REASON, INCLUDING BUT NOT
LIMITED TO AS A RESULT OF AN OBLIGOR'S INABILITY TO PAY, THE SERVICER SHALL
NOTIFY THE AGENT AND PROVIDE TO THE AGENT IN A TIMELY MANNER UPON REQUEST EACH
OF THE FOLLOWING:
(I) A COPY OF THE APPLICABLE OBLIGOR'S PURCHASE ORDER AND/OR
A SIGNED CONFIRMATION THEREOF; (II) A COPY OF EACH OUTSTANDING INVOICE (IN
ELECTRONIC OR PAPER FORM) AND ALL CREDIT MEMORANDA; (III) A NOTARIZED STATEMENT
OF ACCOUNT; (IV) COPY OF ALL CORRESPONDENCE TO AND FROM THE APPLICABLE OBLIGOR;
(V) A COPY OF SERVICER'S COMPLETE COLLECTION FILE ON THE APPLICABLE OBLIGOR;
(VI) ALL GUARANTEES, COLLATERAL DOCUMENTS AND SECURITY AGREEMENTS RELATING TO
SUCH
49
RECEIVABLES; (VII) PROOF OF DELIVERY OF GOODS OR RENDERING OF SERVICES RELATING
TO SUCH RECEIVABLES; AND (VIII) SUCH OTHER DOCUMENTS AND INFORMATION THAT THE
AGENT MAY REQUEST RELATING TO SUCH RECEIVABLES.
FURTHER, WITH RESPECT TO ANY
RECEIVABLE AS TO WHICH ANY PAYMENT OR PORTION THEREOF IS MORE THAN FIFTEEN (15)
DAYS PAST DUE, THE SERVICER SHALL PROVIDE TO THE AGENT UPON REQUEST (PROMPTLY,
AND IN ANY EVENT WITHIN ONE (1) BUSINESS DAY) (X) A TRUE AND COMPLETE COPY OF
ANY CONTRACT RELATING TO SUCH RECEIVABLE, TOGETHER WITH ANY MODIFICATIONS OR
SIDE LETTERS RELATED THERETO, EACH WRITTEN IN (OR TRANSLATED INTO) ENGLISH, AND
(Y) ANY OTHER EVIDENCE OF NONPAYMENT OF SUCH RECEIVABLE AS MAY REASONABLY BE
REQUESTED BY THE AGENT.
(D)
(I) THE SERVICER SHALL, AS SOON AS
PRACTICABLE FOLLOWING RECEIPT THEREOF, TURN OVER TO THE SPV ALL COLLECTIONS FROM
ANY PERSON OF INDEBTEDNESS OF SUCH PERSON WHICH ARE NOT ON ACCOUNT OF A
RECEIVABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
ARTICLE VII, THE SERVICER, IF NOT THE SPV, AN ORIGINATOR OR ANY AFFILIATE OF THE
SPV OR ANY ORIGINATOR, SHALL HAVE NO OBLIGATION TO COLLECT, ENFORCE OR TAKE ANY
OTHER ACTION DESCRIBED IN THIS ARTICLE VII WITH RESPECT TO ANY INDEBTEDNESS THAT
IS NOT INCLUDED IN THE ASSET INTEREST OTHER THAN TO DELIVER TO THE SPV THE
COLLECTIONS AND DOCUMENTS WITH RESPECT TO ANY SUCH INDEBTEDNESS AS DESCRIBED
ABOVE IN THIS SECTION 7.2(B).
(II)
THE SERVICER SHALL AGREE TO USE
COMMERCIALLY REASONABLE EFFORTS TO IMPLEMENT CORRECTIVE PROCEDURES TO ADDRESS
ANY MATERIAL CONTROL WEAKNESSES OR REPORTING DEFICIENCIES IDENTIFIED BY THE
AGENTS OR THEIR CONSULTANTS FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT
RELATED TO THE ORIGINATION OR COLLECTION OF RECEIVABLES, INCLUDING THOSE ITEMS
DESCRIBED IN THE FINAL AUDIT REPORT DATED AUGUST 26, 2005, AND IDENTIFIED IN
SUCH AUDIT REPORT