ARE
DEPOSITED INTO ANY OF THE TRANSACTION ACCOUNTS, SHALL PROMPTLY IDENTIFY ANY SUCH
FUNDS, OR SHALL CAUSE THE FUNDS TO BE SO IDENTIFIED, TO BUYER, THE INITIAL
COLLECTION AGENT AND THE AGENT (FOLLOWING WHICH NOTICE, BUYER SHALL CAUSE THE
INITIAL COLLECTION AGENT TO RETURN ALL THE FUNDS TO SUCH SELLER).
(K)
IDENTIFICATION OF ELIGIBLE RECEIVABLES.
SUCH SELLER WILL
ESTABLISH AND MAINTAIN SUCH PROCEDURES AS ARE NECESSARY FOR DETERMINING NO LESS
FREQUENTLY THAN EACH BUSINESS DAY WHETHER EACH RECEIVABLE QUALIFIES AS AN
ELIGIBLE RECEIVABLE, AND FOR IDENTIFYING, ON ANY BUSINESS DAY, ALL RECEIVABLES
TO BE SOLD ON THAT DATE THAT ARE NOT ELIGIBLE RECEIVABLES.
(L)
ACCURACY OF INFORMATION.
ALL WRITTEN INFORMATION FURNISHED ON
AND AFTER THE FIRST ISSUANCE DATE BY OR ON BEHALF OF SUCH SELLER TO BUYER, THE
AGENT OR THE PURCHASER AGENTS PURSUANT TO OR IN CONNECTION WITH ANY TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN SHALL NOT CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY
TO MAKE THE STATEMENTS MADE NOT MISLEADING, IN EACH CASE ON THE DATE THE
STATEMENT WAS MADE AND IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THE STATEMENTS
WERE MADE OR THE INFORMATION WAS FURNISHED.
(M)
TAXES.
SUCH SELLER SHALL FILE OR CAUSE TO BE FILED, AND CAUSE EACH
PERSON WITH WHOM IT SHARES CONSOLIDATED TAX LIABILITY TO FILE, ALL FEDERAL,
STATE AND LOCAL TAX RETURNS THAT ARE REQUIRED TO BE FILED BY IT (EXCEPT WHERE
THE FAILURE TO FILE SUCH RETURNS DOES NOT HAVE A SUBSTANTIAL LIKELIHOOD OF
HAVING A MATERIAL ADVERSE EFFECT) AND PAY OR CAUSE TO BE PAID ALL TAXES SHOWN TO
BE DUE AND PAYABLE ON TAXES OR ASSESSMENTS (EXCEPT ONLY SUCH TAXES OR
ASSESSMENTS THE VALIDITY OF WHICH ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDING AND WITH RESPECT TO WHICH SUCH SELLER SHALL HAVE SET
ASIDE ADEQUATE RESERVES ON ITS BOOKS IN ACCORDANCE WITH GAAP AND WHICH
PROCEEDINGS DO NOT HAVE A SUBSTANTIAL LIKELIHOOD OF HAVING A MATERIAL ADVERSE
EFFECT).
(N)
SOFTWARE LICENSES. SUCH SELLER SHALL CAUSE ALL SOFTWARE LICENSES
OR SIMILAR AGREEMENTS USED BY THE SELLERS OR INITIAL COLLECTION AGENT IN THE
ORIGINATION OR SERVICING OF RECEIVABLES TO EXPRESSLY PERMIT USE BY ANY SUCCESSOR
INITIAL COLLECTION AGENT OF THE MATERIALS SUBJECT TO SUCH LICENSES OR
AGREEMENTS.
(O)
PAYMENT OF ACCOUNTS PAYABLE.
SUCH SELLER SHALL PAY ALL OF ITS
ACCOUNTS PAYABLE IN ACCORDANCE WITH ITS NORMAL BUSINESS.
SECTION 6.2
REPORTING RESPONSIBILITIES.
UNTIL THE FIRST DAY
FOLLOWING THE PURCHASE TERMINATION DATE ON WHICH ALL OBLIGATIONS OF THE SELLERS
SHALL HAVE BEEN FINALLY AND FULLY PAID AND PERFORMED UNDER THE TRANSACTION
DOCUMENTS, UNLESS THE AGENT (ACTING AT THE DIRECTION OF THE INSTRUCTING GROUP)
(AS ASSIGNEE OF BUYER) SHALL OTHERWISE GIVE ITS PRIOR WRITTEN CONSENT, EACH
SELLER HEREBY AGREES THAT IT WILL PERFORM THE COVENANTS AND AGREEMENTS SET FORTH
IN THIS SECTION.
(A)
FINANCIAL REPORTING.
THE SELLER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, MAINTAIN A SYSTEM OF ACCOUNTING, ESTABLISHED AND ADMINISTERED IN
ACCORDANCE WITH GAAP AND WILL FURNISH (OR