ACCOUNT.
MAINTAIN AND IMPLEMENT ADMINISTRATIVE AND OPERATING PROCEDURES (INCLUDING,
WITHOUT LIMITATION, AN ABILITY TO RECREATE RECORDS EVIDENCING THE RECEIVABLES IN
THE EVENT OF THE DESTRUCTION OF THE ORIGINALS THEREOF) AND KEEP AND MAINTAIN,
ALL DOCUMENTS, BOOKS, RECORDS AND OTHER INFORMATION REASONABLY NECESSARY OR
ADVISABLE FOR THE COLLECTION OF ALL RECEIVABLES (INCLUDING, WITHOUT LIMITATION,
RECORDS ADEQUATE TO PERMIT THE DAILY IDENTIFICATION OF ALL COLLECTIONS OF AND
ADJUSTMENTS TO EACH PURCHASED RECEIVABLE).
(E)
PERFORMANCE AND COMPLIANCE WITH RECEIVABLES
AND CONTRACTS.
AT ITS EXPENSE TIMELY AND FULLY PERFORM AND COMPLY, AND CAUSE
THE ORIGINATOR TO COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL MATERIAL
PROVISIONS, COVENANTS AND OTHER PROMISES REQUIRED TO BE OBSERVED BY IT OR THE
ORIGINATOR UNDER THE CONTRACTS.
(F)
LOCATION OF RECORDS.
KEEP ITS CHIEF
PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE, AND THE OFFICES WHERE IT KEEPS THE
RECORDS, AT THE ADDRESS OF THE SELLER REFERRED TO IN SECTION 4.01(K), OR, IN ANY
SUCH CASE, UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE MANAGING AGENTS, AT SUCH
OTHER LOCATIONS WITHIN THE UNITED STATES WHERE ALL ACTION REQUIRED BY
SECTION 6.04 SHALL HAVE BEEN TAKEN AND COMPLETED.
(G)
CREDIT AND COLLECTION POLICIES.
COMPLY IN
ALL MATERIAL RESPECTS WITH THE CREDIT AND COLLECTION POLICY IN REGARD TO EACH
PURCHASED RECEIVABLE AND THE RELATED CONTRACT.
(H)
COLLECTIONS.
INSTRUCT ALL OBLIGORS TO CAUSE
ALL COLLECTIONS TO BE DEPOSITED DIRECTLY TO A POST OFFICE BOX OR LOCK-BOX
ACCOUNT AND IF THE SELLER SHALL RECEIVE ANY COLLECTIONS, THE SELLER SHALL HOLD
SUCH COLLECTIONS IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT AND DEPOSIT
SUCH COLLECTIONS INTO A LOCK-BOX ACCOUNT OR THE COLLECTION ACCOUNT WITHIN ONE
BUSINESS DAY FOLLOWING SELLER'S RECEIPT THEREOF.
(I)
COMPLIANCE WITH ERISA.
COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF ERISA, THE IRC, AND ALL OTHER
APPLICABLE LAWS, AND THE REGULATIONS AND INTERPRETATIONS THEREUNDER.
(J)
PERFECTED SECURITY INTEREST UNDER
CONTRACTS.
TAKE SUCH ACTION WITH RESPECT TO EACH PURCHASED RECEIVABLE AS IS
NECESSARY TO ENSURE THAT THE SELLER MAINTAINS, AS AGAINST THE OBLIGOR
THEREUNDER, A PERFECTED SECURITY INTEREST IN ANY EQUIPMENT RELATING THERETO FREE
AND CLEAR OF ADVERSE CLAIMS OR, IN THE CASE OF ANY LEASE, TO ENSURE THAT THE
SELLER WOULD MAINTAIN SUCH A PERFECTED PRIORITY SECURITY INTEREST IN THE EVENT
THAT A COURT OR OTHER PERSON WERE TO DETERMINE THAT SUCH LEASE PURPORTED TO
TRANSFER TO THE OBLIGOR AN OWNERSHIP (RATHER THAN A LEASEHOLD) INTEREST IN THE
EQUIPMENT SUBJECT THERETO; PROVIDED, THAT THE SELLER SHALL NOT BE REQUIRED TO
FILE FINANCING STATEMENTS OR TO MAINTAIN THE EFFECTIVENESS OF PREVIOUSLY FILED
FINANCING STATEMENTS WITH RESPECT TO ANY ELIGIBLE RECEIVABLE THE OUTSTANDING
BALANCE OF WHICH ORIGINALLY IS OR HAS THEREAFTER BEEN REDUCED BELOW $5,000, SO
LONG AS THE AGGREGATE OUTSTANDING BALANCE OF RECEIVABLES HEREUNDER FOR WHICH NO
SUCH FINANCING STATEMENTS ARE IN EFFECT AT ANY TIME REMAINS LESS THAN 7.5% OF
THE DISCOUNTED ELIGIBLE RECEIVABLES BALANCE HEREUNDER; PROVIDED THAT SUCH SEVEN
AND ONE-HALF
20
percent limitation shall not apply from and after the Termination Date unless
and to the extent that