REQUESTED BY THE AGENT
TO PROTECT AND PERFECT THE AGENT'S INTEREST IN THE RECEIVABLES, THE RELATED
SECURITY AND THE OTHER ASSETS OF THE SELLER IN WHICH A SECURITY INTEREST IS
GRANTED HEREUNDER HAVE BEEN TAKEN AND COMPLETED.
UPON CONFIRMATION BY THE AGENT
TO THE SELLER OF THE AGENT'S RECEIPT OF ANY SUCH NOTICE (TOGETHER WITH AN
UPDATED SCHEDULE IV) AND THE COMPLETION OR RECEIPT OF THE ACTIONS, AGREEMENTS
AND DOCUMENTS REFERRED TO IN CLAUSE (II) OF THE PRECEDING SENTENCE, SCHEDULE IV
HERETO SHALL, WITHOUT FURTHER ACTION BY ANY PARTY, BE DEEMED TO BE AMENDED AND
REPLACED BY THE UPDATED SCHEDULE IV ACCOMPANYING SUCH NOTICE.
THE SELLER ALSO
WILL MAINTAIN AND IMPLEMENT ADMINISTRATIVE AND OPERATING PROCEDURES (INCLUDING,
WITHOUT LIMITATION, AN ABILITY TO RECREATE RECORDS EVIDENCING POOL RECEIVABLES
AND RELATED CONTRACTS IN THE EVENT OF THE DESTRUCTION OF THE ORIGINALS THEREOF),
AND KEEP AND MAINTAIN ALL DOCUMENTS, BOOKS, RECORDS AND OTHER INFORMATION
REASONABLY NECESSARY OR ADVISABLE FOR THE COLLECTION OF ALL POOL RECEIVABLES
(INCLUDING, WITHOUT LIMITATION, RECORDS ADEQUATE TO PERMIT THE DAILY
IDENTIFICATION OF EACH POOL RECEIVABLE AND ALL COLLECTIONS OF AND ADJUSTMENTS TO
EACH EXISTING POOL RECEIVABLE).
(C)
PERFORMANCE AND COMPLIANCE WITH CONTRACTS AND CREDIT AND
COLLECTION POLICY.
THE SELLER WILL, AT ITS EXPENSE, TIMELY AND FULLY PERFORM
AND COMPLY WITH ALL MATERIAL PROVISIONS, COVENANTS AND OTHER PROMISES REQUIRED
TO BE OBSERVED BY IT UNDER THE CONTRACTS RELATED TO THE POOL RECEIVABLES, AND
TIMELY AND FULLY COMPLY IN ALL MATERIAL RESPECTS WITH THE CREDIT AND COLLECTION
POLICY IN REGARD TO EACH POOL RECEIVABLE AND THE RELATED CONTRACT.
(D)
SALES, LIENS, ETC.
EXCEPT FOR THE OWNERSHIP AND SECURITY
INTERESTS CREATED HEREUNDER IN FAVOR OF THE AGENT, THE SELLER WILL NOT SELL,
ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR OTHERWISE DISPOSE OF, OR CREATE OR
SUFFER TO EXIST ANY ADVERSE CLAIM UPON OR WITH RESPECT TO, ANY COLLATERAL, OR
UPON OR WITH RESPECT TO ANY ACCOUNT TO WHICH ANY COLLECTIONS OF ANY POOL
RECEIVABLE ARE SENT, OR ASSIGN ANY RIGHT TO RECEIVE INCOME IN RESPECT THEREOF.
43
(E)
EXTENSION OR AMENDMENT OF RECEIVABLES.
EXCEPT AS PROVIDED IN
SECTION 6.02(C), THE SELLER WILL NOT (AND WILL NOT PERMIT THE SERVICER OR ANY
ORIGINATOR TO) EXTEND, AMEND OR OTHERWISE MODIFY THE TERMS OF ANY POOL
RECEIVABLE, OR AMEND, MODIFY OR WAIVE ANY TERM OR CONDITION OF ANY CONTRACT
RELATED THERETO.
(F)
CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY.
THE SELLER
WILL NOT MAKE ANY CHANGE IN THE CHARACTER OF ITS BUSINESS OR IN THE CREDIT AND
COLLECTION POLICY THAT WOULD, IN EITHER CASE, IMPAIR THE COLLECTIBILITY OF THE
RECEIVABLES POOL OR THE ABILITY OF THE SELLER TO PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT.
(G)
CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS.
THE SELLER WILL NOT
ADD OR TERMINATE ANY BANK, POST OFFICE BOX OR BANK ACCOUNT AS A DEPOSIT BANK,
LOCK-BOX OR DEPOSIT ACCOUNT FROM THOSE LISTED IN SCHEDULE I HERETO, OR MAKE ANY
CHANGE IN ITS INSTRUCTIONS TO OBLIGORS REGARDING PAYMENTS TO BE MADE TO THE
SELLER OR PAYMENTS TO BE MADE