DEPOSIT OF ANY FUNDS THAT DO NOT CONSTITUTE COLLECTIONS OF
TRANSFERRED RECEIVABLES INTO ANY LOCKBOX OR COLLECTION ACCOUNT, PROVIDED THAT
AFTER THE COMMITMENT TERMINATION DATE, SO LONG AS ANY TRANSFERRED RECEIVABLES OF
AN OBLIGOR REMAIN UNPAID, NO ORIGINATOR SHALL INSTRUCT SUCH OBLIGOR TO REMIT
COLLECTIONS OF ANY RECEIVABLES TO ANY PERSON OR ACCOUNT OTHER THAN TO A LOCKBOX
OR COLLECTION ACCOUNT.
IF ANY FUNDS NOT CONSTITUTING COLLECTIONS OF TRANSFERRED
RECEIVABLES ARE NONETHELESS DEPOSITED INTO A LOCKBOX OR COLLECTION ACCOUNT AND
SUCH ORIGINATOR SO NOTIFIES BUYER, BUYER SHALL NOTIFY THE ADMINISTRATIVE AGENT
TO PROMPTLY REMIT ANY SUCH AMOUNTS TO THE APPLICABLE ORIGINATOR.
(O)
EXCLUDED RECEIVABLES.
THE DEFINITION OF
"EXCLUDED RECEIVABLE" IN ANNEX X MAKES SPECIFIC REFERENCE TO (I) RESPONSE
MANAGEMENT FACILITY LOCATED IN ROCHESTER, NEW YORK, (II) SHEET FED PRINTING
FACILITY LOCATED IN CHICAGO, ILLINOIS AND (III) MEDIA PLACEMENT BUSINESS
FORMERLY KNOWN AS THE NEWSPAPER NETWORK LOCATED IN ATLANTA, GEORGIA, GREENVILLE,
SOUTH CAROLINA AND SACRAMENTO, CALIFORNIA (EACH AN "EXCLUDED UNIT").
IN THE
EVENT ANY ORIGINATOR ELECTS TO COMBINE THE OPERATIONS OF ANY OTHER DIVISIONS OR
JOINT VENTURES OF SUCH ORIGINATOR WITH AN EXCLUDED UNIT OR RENAME ANY SUCH
DIVISION OR JOINT VENTURE WITH THE NAME OF AN EXCLUDED
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UNIT, THE ORIGINATOR WILL PROVIDE THE BUYER NOT LESS THAN THIRTY (30) DAYS
WRITTEN NOTICE PRIOR TO THE DATE OF IMPLEMENTATION OF SUCH ACTION.
AFTER GIVING
SUCH NOTICE, SUCH ORIGINATOR SHALL (I) PROVIDE SUCH INFORMATION TO THE BUYER
RELATING TO SUCH ACTION AS THE BUYER MAY REASONABLY REQUEST AND (II) EXECUTE AND
DELIVER SUCH AMENDMENTS TO THIS AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS
RELATED HERETO AS THE BUYER MAY REASONABLY REQUEST TO MAINTAIN PERFECTED IN THE
RECEIVABLES INTENDED TO BE CONVEYED HEREUNDER.
SECTION 4.04.
BREACH OF REPRESENTATIONS, WARRANTIES OR COVENANTS.
UPON
DISCOVERY BY ANY ORIGINATOR OR BUYER OF ANY BREACH WITH RESPECT TO ANY
RECEIVABLE OF ANY (A) REPRESENTATION, WARRANTY OR COVENANT RELATING TO THE
ABSENCE OF DILUTION FACTORS, OR (B) REPRESENTATION, WARRANTY OR COVENANT
DESCRIBED IN SECTIONS 4.01(S), 4.01(U), 4.01(X), 4.01(Y), 4.02(L), 4.03(A),
4.03(B), 4.03(C), 4.03(N) OR 4.03(O), THE PARTY DISCOVERING THE SAME SHALL GIVE
PROMPT WRITTEN NOTICE THEREOF TO THE OTHER PARTIES HERETO.
THE ORIGINATOR THAT
BREACHED SUCH REPRESENTATION, WARRANTY OR COVENANT SHALL, IF REQUESTED BY NOTICE
FROM BUYER, ON THE FIRST BUSINESS DAY FOLLOWING RECEIPT OF SUCH NOTICE, EITHER
(A) REPURCHASE THE AFFECTED TRANSFERRED RECEIVABLE FROM BUYER FOR CASH REMITTED
TO THE APPLICABLE COLLECTION ACCOUNT OR (B) TRANSFER OWNERSHIP OF A NEW ELIGIBLE
RECEIVABLE OR NEW ELIGIBLE RECEIVABLES TO BUYER ON SUCH BUSINESS DAY WITHOUT
PAYMENT OF THE SALE PRICE THEREFOR, IN EACH CASE IN AN AMOUNT (THE "REJECTED
AMOUNT") EQUAL TO THE BILLED AMOUNT OF SUCH TRANSFERRED RECEIVABLE MINUS THE SUM
OF (I) COLLECTIONS RECEIVED IN RESPECT THEREOF PLUS (II) THE AMOUNT OF ANY
DILUTION FACTORS TAKEN INTO ACCOUNT IN THE CALCULATION OF THE ORIGINAL SALE
PRICE THEREOF.
EACH ORIGINATOR SHALL TAKE REASONABLE STEPS TO ASSURE THAT NO
COLLECTIONS OR OTHER PROCEEDS WITH RESPECT TO A TRANSFERRED RECEIVABLE SO
RECONVEYED TO IT ARE PAID OR DEPOSITED INTO