FOR ALL
SUCH VISITS UP TO FOUR TIMES EACH CALENDAR YEAR), AND (IV) TAKE ALL ADDITIONAL
ACTION THAT THE BUYER MAY REASONABLY REQUEST TO PERFECT, PROTECT AND MORE FULLY
EVIDENCE THE RESPECTIVE INTERESTS OF THE PARTIES TO THIS AGREEMENT IN THE SALE
ASSETS.
(F)
DEPOSIT OF COLLECTIONS. WITHIN THIRTY (30)
DAYS FOLLOWING THE CLOSING DATE, THE SELLER WILL INSTRUCT ALL OBLIGORS TO MAKE
PAYMENTS WITH RESPECT TO THE RECEIVABLES TO THE LOCKBOX ACCOUNT(S) LISTED ON
SCHEDULE VI.
THE SELLER SHALL PROMPTLY (BUT IN NO EVENT LATER THAN ONE
(1) BUSINESS DAY AFTER RECEIPT) TRANSFER INTO THE COLLECTION ACCOUNT ANY AMOUNTS
DEPOSITED IN THE LOCKBOX ACCOUNT OR OTHERWISE RECEIVED BY THE SELLER RELATING TO
ANY SALE ASSETS, AND AT ALL TIMES PRIOR TO SUCH REMITTANCE, THE SELLER WILL
ITSELF HOLD OR, IF APPLICABLE, WILL CAUSE SUCH PAYMENTS TO BE HELD IN TRUST FOR
THE EXCLUSIVE BENEFIT OF THE BUYER. UNTIL SO DEPOSITED, ALL SUCH COLLECTIONS
SHALL BE HELD IN TRUST FOR THE BUYER OR ITS ASSIGNEES BY THE SELLER.
(G)
CREDIT AND COLLECTION POLICY.
THE SELLER
WILL (I) COMPLY IN ALL MATERIAL RESPECTS WITH THE CREDIT AND COLLECTION POLICY
IN REGARD TO THE SALE ASSETS, AND (II) FURNISH TO THE BUYER, PRIOR TO ITS
EFFECTIVE DATE, WRITTEN NOTICE OF ANY PROPOSED CHANGES IN THE CREDIT AND
COLLECTION POLICY.
(H)
TAXES.
THE SELLER WILL FILE ALL APPROPRIATE
TAX RETURNS AND PAY ANY AND ALL REQUIRED TAXES (OTHER THAN THE AMOUNT OF ANY
TAXES THE VALIDITY OR AMOUNT OF WHICH IS CURRENTLY BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH RESERVE IN ACCORDANCE WITH
GAAP HAVE BEEN PROVIDED ON THE BOOKS OF FAIR).
(I)
OBLIGOR NOTIFICATION FORMS. THE SELLER
SHALL FURNISH THE BUYER WITH AN APPROPRIATE POWER OF ATTORNEY TO SEND OBLIGOR
NOTIFICATION FORMS TO GIVE NOTICE TO THE OBLIGORS OF THE BUYER'S INTEREST IN THE
SALE ASSETS AND THE OBLIGATION TO MAKE PAYMENTS AS DIRECTED BY THE BUYER.
26
(J)
NOTICES. THE SELLER WILL FURNISH TO THE
BUYER:
(I)
INCOME TAX LIABILITY. WITHIN TEN
(10) BUSINESS DAYS AFTER THE RECEIPT BY A RESPONSIBLE OFFICER OF REVENUE AGENT
REPORTS OR OTHER WRITTEN PROPOSALS, DETERMINATIONS OR ASSESSMENTS OF THE
INTERNAL REVENUE SERVICE OR ANY OTHER TAXING AUTHORITY WHICH PROPOSE, DETERMINE
OR OTHERWISE SET FORTH POSITIVE ADJUSTMENTS TO THE TAX LIABILITY OF ANY
"AFFILIATED GROUP" (WITHIN THE MEANING OF SECTION 1504(A)(1) OF THE CODE) OF
WHICH THE SELLER IS A MEMBER WHICH EQUAL OR EXCEED $100,000 IN THE AGGREGATE,
TELEPHONIC OR FACSIMILE NOTICE (CONFIRMED IN WRITING WITHIN FIVE (5) BUSINESS
DAYS THEREAFTER) SPECIFYING THE NATURE OF THE ITEMS GIVING RISE TO SUCH
ADJUSTMENTS AND THE AMOUNTS THEREOF;
(II)
AUDITORS' MANAGEMENT LETTERS. PROMPTLY
AFTER THE RECEIPT THEREOF, ANY AUDITORS' MANAGEMENT LETTERS THAT ARE RECEIVED BY
THE SELLER;
(III)
REPRESENTATIONS AND WARRANTIES. FORTHWITH
UPON A RESPONSIBLE OFFICER RECEIVING KNOWLEDGE OF SAME, THE SELLER SHALL NOTIFY
THE BUYER IF ANY REPRESENTATION OR WARRANTY SET FORTH IN SECTION 4.1 OR
SECTION 4.2 WAS INCORRECT IN ANY MATERIAL RESPECT (OR, WITH RESPECT TO ANY