WITH ACCOUNTANTS.
EACH
ORIGINATOR AUTHORIZES BUYER AND THE SERVICER AND THEIR DESIGNATED
REPRESENTATIVES TO COMMUNICATE DIRECTLY WITH ITS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, AND AUTHORIZES AND, IF REQUESTED BY BUYER OR SERVICER, SHALL
INSTRUCT THOSE ACCOUNTANTS TO DISCLOSE AND MAKE AVAILABLE TO BUYER, THE SERVICER
AND THEIR DESIGNATED REPRESENTATIVES, ANY AND ALL FINANCIAL STATEMENTS AND OTHER
SUPPORTING FINANCIAL DOCUMENTS, SCHEDULES AND INFORMATION RELATING TO SUCH
ORIGINATOR (INCLUDING COPIES OF ANY ISSUED MANAGEMENT LETTERS) WITH RESPECT TO
THE BUSINESS, FINANCIAL CONDITION AND OTHER AFFAIRS OF SUCH ORIGINATOR;
PROVIDED, THAT THE BUYER OR SERVICER SHALL NOTIFY SUCH ORIGINATOR PRIOR TO ANY
CONTACT WITH SUCH ACCOUNTANTS AND ADVISORS AND SHALL GIVE SUCH ORIGINATOR THE
OPPORTUNITY TO PARTICIPATE IN SUCH DISCUSSIONS.
EACH ORIGINATOR AGREES TO
RENDER TO BUYER AND THE SERVICER AT SUCH ORIGINATOR'S OWN COST AND EXPENSE, SUCH
CLERICAL AND OTHER ASSISTANCE AS MAY BE REASONABLY REQUESTED WITH REGARD TO THE
FOREGOING.
IF ANY TERMINATION EVENT SHALL HAVE OCCURRED AND BE CONTINUING, EACH
ORIGINATOR SHALL, PROMPTLY UPON REQUEST THEREFOR, DELIVER TO BUYER OR ITS
DESIGNEE ALL RECORDS REFLECTING ACTIVITY THROUGH THE CLOSE OF BUSINESS ON THE
BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF SUCH REQUEST.
(D)
COMPLIANCE WITH CREDIT AND COLLECTION
POLICIES.
EACH ORIGINATOR SHALL COMPLY WITH THE CREDIT AND COLLECTION POLICIES
APPLICABLE TO EACH TRANSFERRED RECEIVABLE AND THE CONTRACTS THEREFOR, AND WITH
THE TERMS OF SUCH RECEIVABLES AND CONTRACTS.
(E)
ASSIGNMENT.
EACH ORIGINATOR HEREBY
ACKNOWLEDGES THAT ON THE DATE HEREOF BUYER HAS COLLATERALLY ASSIGNED FOR
SECURITY PURPOSES ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS
AGREEMENT TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE ADMINISTRATIVE
AGENT, THE LENDERS, THE INDEMNIFIED PERSONS AND THE AFFECTED PARTIES AND THAT
THE ADMINISTRATIVE AGENT, THE LENDERS, THE INDEMNIFIED PERSONS AND THE AFFECTED
PARTIES ARE THIRD PARTY BENEFICIARIES HEREOF.
EACH ORIGINATOR HEREBY FURTHER
ACKNOWLEDGES THAT AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF A
TERMINATION EVENT ALL PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
THE ADMINISTRATIVE AGENT AND THE LENDERS, INCLUDING THE ENFORCEMENT OF ANY
PROVISION HEREOF,
14
BUT THAT THE ADMINISTRATIVE AGENT, THE LENDERS, THE INDEMNIFIED PERSON AND THE
AFFECTED PARTIES SHALL HAVE NO OBLIGATIONS OR DUTIES UNDER THIS AGREEMENT. EACH
ORIGINATOR HEREBY FURTHER ACKNOWLEDGES THAT THE EXECUTION AND PERFORMANCE OF
THIS AGREEMENT ARE CONDITIONS PRECEDENT FOR THE ADMINISTRATIVE AGENT AND THE
LENDERS TO ENTER INTO THE FUNDING AGREEMENT AND THAT THE AGREEMENT OF THE
ADMINISTRATIVE AGENT AND LENDERS TO ENTER INTO THE FUNDING AGREEMENT WILL
DIRECTLY OR INDIRECTLY BENEFIT SUCH ORIGINATOR AND CONSTITUTES GOOD AND VALUABLE
CONSIDERATION FOR THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT AND EACH
LENDER WITH RESPECT HERETO.
(F)
COMPLIANCE WITH AGREEMENTS AND APPLICABLE
LAWS.
EACH ORIGINATOR SHALL PERFORM EACH OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER RELATED DOCUMENTS AND COMPLY WITH ALL FEDERAL, STATE,
PROVINCIAL AND LOCAL LAWS AND REGULATIONS APPLICABLE TO IT AND THE RECEIVABLES,
INCLUDING THOSE RELATING TO TRUTH IN LENDING, RETAIL INSTALLMENT SALES, FAIR
CREDIT BILLING, FAIR CREDIT REPORTING, EQUAL CREDIT OPPORTUNITY, FAIR DEBT
COLLECTION PRACTICES, PRIVACY,