NOT EXTEND THE MATURITY OF ANY PURCHASED
RECEIVABLE (OTHER THAN IN ACCORDANCE WITH THE CREDIT AND COLLECTION POLICY;
PROVIDED THAT NO SUCH EXTENSION
48
SHALL RESULT IN ANY CHANGE IN THE ORIGINAL INVOICE DATE OF ANY RECEIVABLE AND,
IN ANY SUCH CASE, EACH SUCH RECEIVABLE SHALL CONTINUE TO BE REPORTED ON, AND ALL
DETERMINATIONS OF WHETHER ANY SUCH RECEIVABLE IS AN ELIGIBLE RECEIVABLE SHALL BE
MADE, USING SUCH ORIGINAL INVOICE DATE) WITHOUT THE AGENT'S PRIOR CONSENT.
IN
ADDITION, THE SERVICER SHALL REMIT ANY AND ALL COLLECTIONS RECEIVED WITH RESPECT
TO ANY RECEIVABLES TO THE AGENT OR THE CLASS AGENT'S AND THE RELATED INVESTORS
IN ACCORDANCE WITH THE TERMS OF ARTICLE II, AND SHALL LIKEWISE FORWARD ALL OTHER
PAYMENTS AND FEES OWED TO THE AGENT AND EACH CLASS AGENT PURSUANT TO THE TERMS
HEREOF.
WITHOUT THE AGENT'S PRIOR CONSENT, THE SERVICER, SHALL NOT TAKE ANY
ACTION (OR OMIT TO TAKE ANY ACTION THAT IT WOULD CUSTOMARILY TAKE IN SERVICING
RECEIVABLES) WHERE SUCH ACTION (OR INACTION) WITH RESPECT TO ANY RECEIVABLE IS
REASONABLY LIKELY TO IMPAIR THE AGENT'S OR THE SPV'S RIGHTS THEREIN OR THE
ENFORCEABILITY, VALUE OR COLLECTIBILITY THEREOF.
WITHOUT LIMITING THE
FOREGOING, THE SERVICER, SHALL NOT TAKE ANY ACTION (OR OMIT TO TAKE ANY ACTION
THAT IT WOULD CUSTOMARILY TAKE IN SERVICING RECEIVABLES) THAT RESULTS IN
PREFERENTIAL TREATMENT FOR RECEIVABLES OF AN OBLIGOR THAT DO NOT CONSTITUTE THE
RECEIVABLES.
THE SERVICER SHALL HAVE THE RIGHT TO DIRECTLY COMMUNICATE WITH ANY
OBLIGOR WITH RESPECT TO THE RECEIVABLES (AND, IN THE CASE OF CLAUSE (II), TO
COMMENCE COLLECTION PROCEEDINGS ON THE AGENT'S BEHALF; PROVIDED THAT, IF A
TERMINATION EVENT OR POTENTIAL TERMINATION EVENT HAS OCCURRED AND IS CONTINUING,
SUCH PROCEEDINGS MAY BE COMMENCED ONLY WITH THE AGENT'S PRIOR CONSENT):
(I) TO
OBTAIN CURRENT INFORMATION NOT ALREADY PROVIDED ON SUCH OBLIGOR'S FINANCIAL
CONDITION AND CREDITWORTHINESS, AND (II) TO DETERMINE IF ANY PORTION OF ANY
RECEIVABLE IS PAST DUE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, UPON THE OCCURRENCE OF A TERMINATION EVENT OR POTENTIAL TERMINATION
EVENT OR TO THE EXTENT ANY RECEIVABLE IS MORE THAN FIFTEEN (15) DAYS PAST DUE,
THE AGENT MAY DIRECT THE SERVICER TO COMMENCE OR SETTLE ANY LEGAL ACTION TO
ENFORCE COLLECTION OF ANY RECEIVABLE OR TO FORECLOSE UPON OR REPOSSESS ANY
UNDERLYING SECURITY RELATED THERETO.
(B)
THE SERVICER SHALL HOLD FOR THE BENEFIT OF
THE SPV AND THE AGENT IN ACCORDANCE WITH THEIR RESPECTIVE INTERESTS, ALL RECORDS
AND DOCUMENTS (INCLUDING COMPUTER TAPES OR DISKS) WITH RESPECT TO EACH AFFECTED
ASSET.
THE SERVICER SHALL HOLD (AND SHALL CAUSE EACH SUB-SERVICER TO HOLD) IN
TRUST (AND, FOLLOWING THE OCCURRENCE OF A TERMINATION EVENT OR POTENTIAL
TERMINATION EVENT, AT THE REQUEST OF THE AGENT, SEGREGATE) FOR THE BENEFIT OF
THE AGENTS, ANY COLLECTIONS RECEIVED BY THE SERVICER (OR ANY SUB-SERVICER) WITH
RESPECT TO THE AFFECTED ASSETS, AND DISTRIBUTE THE SAME TO THE AGENT IN
ACCORDANCE WITH THE TERMS OF ARTICLE II OR OTHERWISE UPON THE AGENT'S
DIRECTION.
THE SERVICER AGREES TO MAKE ITS RECORDS, FILES AND BOOKS OF ACCOUNT
AVAILABLE