EXHIBIT D HEREOF AND THE LOCATIONS OF
THE OFFICES WHERE THE SELLER KEEPS ALL THE RECORDS ARE LISTED ON EXHIBIT D (OR
AT SUCH OTHER LOCATIONS, NOTIFIED TO THE COLLATERAL AGENT IN ACCORDANCE WITH
SECTION 5.01(F), IN JURISDICTIONS WHERE ALL ACTION REQUIRED BY SECTION 6.04 HAS
BEEN TAKEN AND COMPLETED).
(L)
LOCK-BOX ACCOUNTS.
EACH OBLIGOR UNDER
A CONTRACT HAS BEEN INSTRUCTED TO REMIT PAYMENT ON THE RECEIVABLES TO A POST
OFFICE BOX FOR REMITTANCE TO A LOCK-BOX ACCOUNT OR DIRECTLY TO A LOCK-BOX
ACCOUNT, AND EACH SUCH LOCK-BOX ACCOUNT IS SUBJECT TO A LOCK-BOX AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT G TO THE SALE AGREEMENT.
FROM AND AFTER
THE INITIAL PURCHASE DATE, THE ORIGINATOR WILL HAVE NO RIGHT, TITLE AND/OR
INTEREST TO ANY OF THE LOCK-BOX ACCOUNTS AND WILL MAINTAIN NO LOCK-BOX ACCOUNTS
IN ITS OWN NAME FOR THE COLLECTION OF SUCH RECEIVABLES.
THE SELLER HAS CAUSED
THE ORIGINATOR TO DELIVER TO THE COLLATERAL AGENT A DUPLICATE KEY TO EACH POST
OFFICE BOX AND HAS FILED A STANDING DELIVERY ORDER WITH THE UNITED STATES POSTAL
SERVICE AUTHORIZING THE COLLATERAL AGENT TO RECEIVE MAIL DELIVERED TO EACH SUCH
POST OFFICE BOX.
THE ACCOUNT NUMBERS OF ALL LOCK-BOX ACCOUNTS, TOGETHER WITH
THE NAMES AND ADDRESSES OF ALL THE LOCK-BOX BANKS MAINTAINING SUCH LOCK-BOX
ACCOUNTS AND THE RELATED POST OFFICE BOXES, ARE SPECIFIED IN EXHIBIT H TO THE
SALE AGREEMENT.
THE SELLER HAS NO OTHER LOCK-BOX ACCOUNTS FOR THE COLLECTION OF
THE TRANSFERRED ASSETS EXCEPT FOR THE LOCK-BOX ACCOUNTS.
(M)
NO TRADE NAMES.
THE SELLER HAS NO TRADE
NAMES, FICTITIOUS NAMES, ASSUMED NAMES OR "DOING BUSINESS AS" NAMES.
16
(N)
SEPARATE IDENTITY.
THE SELLER IS OPERATED
AS AN ENTITY SEPARATE FROM THE ORIGINATOR AND EACH OTHER SUBSIDIARY OF THE
ORIGINATOR AND (I) HAS ITS OWN BOARD OF DIRECTORS, (II) HAS AT LEAST ONE MANAGER
WHO IS REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT AND WHO IS NOT A DIRECT,
INDIRECT OR BENEFICIAL STOCKHOLDER, OFFICER, DIRECTOR, EMPLOYEE, AFFILIATE,
ASSOCIATE, CUSTOMER OR SUPPLIER OF THE ORIGINATOR NOR A RELATIVE OF ANY THEREOF,
NOR A TRUSTEE IN BANKRUPTCY FOR ANY AFFILIATE OF THE ORIGINATOR, (III) MAINTAINS
ITS ASSETS IN A MANNER WHICH FACILITATES THEIR IDENTIFICATION AND SEGREGATION
FROM THOSE OF ITS AFFILIATES, AND HAS A SEPARATE TELEPHONE NUMBER FROM THAT OF
THE ORIGINATOR OR ANY OTHER AFFILIATE OF THE ORIGINATOR, (IV) HAS ALL OFFICE
FURNITURE, FIXTURES AND EQUIPMENT NECESSARY TO OPERATE ITS BUSINESS AND SUCH
FURNITURE, FIXTURES AND EQUIPMENT ARE EITHER OWNED BY THE SELLER OR LEASED
PURSUANT TO WRITTEN LEASES, (V) CONDUCTS ALL INTERCOMPANY TRANSACTIONS WITH THE
ORIGINATOR AND EACH OTHER AFFILIATE OF THE ORIGINATOR ON TERMS WHICH THE SELLER
REASONABLY BELIEVES TO BE ON AN ARM'S-LENGTH BASIS, (VI) HAS NOT GUARANTEED ANY
OBLIGATION OF THE ORIGINATOR OR ANY OTHER AFFILIATE OF THE ORIGINATOR, NOR HAS
IT HAD ANY OF ITS OBLIGATIONS GUARANTEED BY ANY SUCH ENTITIES AND HAS NOT HELD
ITSELF OUT AS RESPONSIBLE FOR DEBTS OF ANY SUCH ENTITY OR FOR THE DECISIONS OR
ACTIONS WITH RESPECT TO THE BUSINESS AND AFFAIRS