PERTAINING TO THE BORROWER COLLATERAL, TO EVIDENCE THE
ASSIGNMENT OF THE RECEIVABLES UNDER THIS AGREEMENT AND THE ASSIGNMENT AND LIENS
GRANTED PURSUANT TO THE FUNDING AGREEMENT.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF A TERMINATION EVENT, THE SERVICER SHALL DELIVER AND TURN OVER
SUCH BOOKS AND RECORDS TO THE BUYER OR ITS REPRESENTATIVES AT ANY TIME ON
DEMAND.
THE SERVICER SHALL PERMIT ANY REPRESENTATIVE OF THE BUYER TO INSPECT
SUCH BOOKS AND RECORDS AND SHALL PROVIDE PHOTOCOPIES THEREOF TO BUYER AS MORE
SPECIFICALLY SET FORTH IN SECTION 7.04(I).
(G)
PAYMENT AND PERFORMANCE OF CHARGES AND OTHER OBLIGATIONS.
(I)
SUBJECT TO SECTION 7.04(G)(II), THE SERVICER SHALL PAY, PERFORM
AND DISCHARGE OR CAUSE TO BE PAID, PERFORMED AND DISCHARGED PROMPTLY ALL CHARGES
AND CLAIMS PAYABLE BY IT, INCLUDING (A) CHARGES IMPOSED UPON IT, ITS INCOME AND
PROFITS, OR ANY OF ITS PROPERTY (REAL, PERSONAL OR MIXED) AND ALL CHARGES WITH
RESPECT TO TAX, SOCIAL SECURITY AND UNEMPLOYMENT WITHHOLDING WITH RESPECT TO ITS
EMPLOYEES, AND (B) LAWFUL CLAIMS FOR LABOR, MATERIALS, SUPPLIES AND SERVICES OR
OTHERWISE BEFORE ANY AMOUNT THEREOF SHALL BECOME PAST DUE IN EACH CASE, TO THE
EXTENT THE FAILURE TO DO SO COULD REASONABLY BE EXPECTED TO (I) MATERIALLY
IMPAIR THE ABILITY OF SUCH SERVICER TO PERFORM ITS OBLIGATIONS UNDER THE RELATED
DOCUMENTS, (II) ADVERSELY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY RELATED
DOCUMENT OR THE RIGHTS AND REMEDIES OF THE BORROWER, THE LENDERS OR THE
ADMINISTRATIVE AGENT UNDER ANY RELATED DOCUMENT, (III) ADVERSELY AFFECT THE
FEDERAL INCOME TAX ATTRIBUTES OF THE SALE, CONTRIBUTION OR PLEDGE OF THE
TRANSFERRED RECEIVABLES
36
pursuant to any Related Document or (iv) affect the enforceability or value of
the Transferred Receivables (or the collectibility thereof), the Contracts
therefore, the Borrower Collateral (in each case, taken as a whole) or the
ownership interests or Liens of the Borrower or the Lenders or the
Administrative Agent thereon or the priority of such interests or Liens.
(II)
THE SERVICER MAY IN GOOD FAITH CONTEST, BY APPROPRIATE
PROCEEDINGS, THE VALIDITY OR AMOUNT OF ANY CHARGES OR CLAIMS DESCRIBED IN
SECTION 7.04(G)(I); PROVIDED THAT (A) ADEQUATE RESERVES WITH RESPECT TO SUCH
CONTEST ARE MAINTAINED ON THE BOOKS OF THE SERVICER, IN ACCORDANCE WITH GAAP,
(B) SUCH CONTEST IS MAINTAINED AND PROSECUTED CONTINUOUSLY AND WITH DILIGENCE,
(C) NONE OF THE BORROWER COLLATERAL BECOMES SUBJECT TO FORFEITURE OR LOSS AS A
RESULT OF SUCH CONTEST, (D) NO LIEN SHALL BE IMPOSED TO SECURE PAYMENT OF SUCH
CHARGES OR CLAIMS (EXCEPTING ONLY LIENS AS TO WHICH FORECLOSURE IS NOT IMMINENT
AND THE USE AND VALUE OF THE PROPERTY TO WHICH THE LIEN ATTACHES IS NOT IMPAIRED
DURING THE PENDENCY OF SUCH PROCEEDING), AND (E) THE ADMINISTRATIVE AGENT HAS
NOT ADVISED THE SERVICER IN WRITING THAT IT REASONABLY BELIEVES THAT FAILURE TO
PAY OR TO DISCHARGE SUCH CLAIMS OR CHARGES COULD HAVE OR RESULT IN A MATERIAL
ADVERSE EFFECT.
(H)
ACCESS.
SUBJECT TO THE REQUIREMENTS OF SECTION 4.02(B), THE
SERVICER AGREES TO PROVIDE BUYER, THE BUYER'S OFFICERS, EMPLOYEES, DIRECTORS,
AGENTS AND