(C) ALL RECORDS AND OTHER INFORMATION NECESSARY OR
ADVISABLE FOR COLLECTING THE RECEIVABLES (INCLUDING RECORDS ADEQUATE TO PERMIT
THE IMMEDIATE IDENTIFICATION OF EACH NEW RECEIVABLE AND ALL COLLECTIONS OF, AND
ADJUSTMENTS TO, EACH EXISTING RECEIVABLE). THE SELLER WILL GIVE EACH OF THE
BUYER AND THE AGENT PRIOR NOTICE OF ANY MATERIAL CHANGE IN SUCH ADMINISTRATIVE
AND OPERATING PROCEDURES.
(E)
PERFORMANCE AND COMPLIANCE WITH RECEIVABLES AND CONTRACTS.
SUCH
SELLER WILL, AT ITS EXPENSE, TIMELY AND FULLY PERFORM AND COMPLY WITH ALL
PROVISIONS, COVENANTS AND OTHER PROMISES REQUIRED TO BE OBSERVED BY IT UNDER THE
CONTRACTS OF SUCH SELLER RELATED TO THE RECEIVABLES AND RELATED ASSETS, IN EACH
CASE TO THE EXTENT FAILURE TO PERFORM OR COMPLY, INDIVIDUALLY OR IN THE
AGGREGATE FOR ALL SUCH FAILURES, WOULD HAVE A SUBSTANTIAL LIKELIHOOD OF HAVING A
MATERIAL ADVERSE EFFECT.
(F)
LOCATION OF RECORDS AND OFFICES.
SUCH SELLER KEEPS (I) ITS
PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE AT THE ADDRESS SET FORTH
UNDER SUCH SELLER'S SIGNATURE HERETO, AND (II) THE OFFICES WHERE IT MAINTAINS
ALL RECORDS RELATED TO THE RECEIVABLES AND THE RELATED ASSETS (AND ALL ORIGINAL
DOCUMENTS RELATING THERETO) AT THE ADDRESSES REFERRED TO IN SCHEDULE 3 (OR, IN
THE CASE OF EACH OF CLAUSE (I) AND CLAUSE (II), UPON NOT LESS THAN 30 DAYS'
PRIOR WRITTEN NOTICE GIVEN BY SUCH SELLER TO BUYER AND THE AGENT AT SUCH OTHER
LOCATIONS IN JURISDICTIONS WHERE ALL ACTION REQUIRED BY SECTION 7.3 SHALL HAVE
BEEN TAKEN AND COMPLETED).
(G)
CREDIT AND COLLECTION POLICIES.
SUCH SELLER WILL COMPLY IN ALL
MATERIAL RESPECTS WITH ITS CREDIT AND COLLECTION POLICY IN REGARD TO EACH
RECEIVABLE OF SUCH SELLER AND THE RELATED ASSETS AND THE CONTRACTS RELATED TO
EACH SUCH RECEIVABLE.
(H)
SEPARATE CORPORATE EXISTENCE OF BUYER.
SUCH SELLER HEREBY
ACKNOWLEDGES THAT THE BUYER IS ENTERING INTO THE TRANSACTIONS CONTEMPLATED BY
THE TRANSACTION DOCUMENTS IN RELIANCE UPON BUYER'S IDENTITY AS A LEGAL ENTITY
SEPARATE FROM SUCH SELLER. THEREFORE, SUCH SELLER WILL TAKE ALL REASONABLE STEPS
TO CONTINUE THEIR RESPECTIVE IDENTITIES AS SEPARATE LEGAL ENTITIES AND TO MAKE
IT APPARENT TO THIRD PERSONS THAT EACH IS AN ENTITY WITH ASSETS AND LIABILITIES
DISTINCT FROM THOSE OF BUYER AND THAT BUYER IS NOT A DIVISION OF THE INITIAL
COLLECTION AGENT, SUCH SELLER, THE PARENT OR ANY OTHER PERSON. WITHOUT LIMITING
THE FOREGOING, EACH SELLER WILL OPERATE, CONDUCT THEIR RESPECTIVE BUSINESSES AND
OTHERWISE ACT IN A MANNER WHICH IS CONSISTENT WITH THE FACTUAL ASSUMPTIONS IN
EACH OF THE OPINIONS OF THACHER PROFFITT & WOOD LLP DATED SEPTEMBER 28, 2006
REGARDING CERTAIN SUBSTANTIVE CONSOLIDATION AND TRUE SALE ISSUES.
(I)
PAYMENT INSTRUCTIONS TO OBLIGORS.
SUCH SELLER WILL INSTRUCT ALL
OBLIGORS TO SUBMIT ALL PAYMENTS EITHER (I) TO ONE OF THE LOCKBOXES FOR DEPOSIT
IN A LOCKBOX ACCOUNT OR (II) DIRECTLY TO ONE OF THE LOCKBOX ACCOUNTS.
16
(J)
SEGREGATION OF COLLECTIONS.
SUCH SELLER SHALL USE REASONABLE
EFFORTS TO MINIMIZE THE DEPOSIT OF ANY FUNDS OTHER THAN COLLECTIONS INTO ANY OF
THE TRANSACTION ACCOUNTS AND, TO THE EXTENT THAT ANY SUCH FUNDS NEVERTHELESS