BE PROMPTLY AND DIRECTLY DEPOSITED INTO THE SECURITIZATION
ACCOUNTS WITHOUT BEING FIRST DEPOSITED INTO ANY COLLECTION ACCOUNT OR ANY OTHER
CONCENTRATION ACCOUNT, DEPOSITARY ACCOUNT, LOCK-BOX ACCOUNT OR SIMILAR ACCOUNT
FOR ANY PERIOD OF TIME; (2) ALL COLLECTIONS IN ANY COLLECTION ACCOUNT TO BE
REMITTED BY THE RELATED COLLECTION BANK TO THE SECURITIZATION BANKS AND
DEPOSITED IN THE SECURITIZATION ACCOUNTS (A) ON EACH TUESDAY OF EACH CALENDAR
WEEK (OR, IF SUCH DATE IS NOT A BUSINESS DAY, ON THE NEXT FOLLOWING BUSINESS
DAY) WHEN RATING LEVEL 1, RATING LEVEL 2, RATING LEVEL 3, RATING LEVEL 4 OR
RATING LEVEL 5 IS IN EFFECT, AND (B) ON EACH BUSINESS DAY WHEN RATING LEVEL 6 IS
IN EFFECT, (3) EACH LOCK-BOX TO BE SUBJECT AT ALL TIMES TO A LOCK-BOX AGREEMENT
THAT IS IN FULL FORCE AND EFFECT AND (4) EACH SECURITIZATION ACCOUNT TO BE
SUBJECT AT ALL TIMES TO A SECURITIZATION ACCOUNT AGREEMENT THAT IS IN FULL FORCE
AND EFFECT. IN THE EVENT ANY PAYMENTS RELATING TO RECEIVABLES ARE REMITTED
DIRECTLY TO SELLER OR ANY AFFILIATE OF SELLER, SELLER WILL REMIT (OR WILL CAUSE
ALL SUCH PAYMENTS TO BE REMITTED) DIRECTLY TO THE SECURITIZATION BANKS AND
DEPOSITED INTO THE SECURITIZATION ACCOUNTS WITHIN TWO (2) BUSINESS DAYS
FOLLOWING RECEIPT THEREOF, AND, AT ALL TIMES PRIOR TO SUCH REMITTANCE, SELLER
WILL ITSELF HOLD OR, IF APPLICABLE, WILL CAUSE SUCH PAYMENTS TO BE HELD IN TRUST
FOR THE EXCLUSIVE BENEFIT OF THE AGENT AND THE PURCHASERS.
SELLER WILL MAINTAIN
EXCLUSIVE OWNERSHIP, DOMINION AND CONTROL (SUBJECT TO THE TERMS OF THIS
AGREEMENT) OF EACH SECURITIZATION ACCOUNT, LOCK-BOX AND COLLECTION ACCOUNT AND
SHALL NOT GRANT THE RIGHT TO TAKE DOMINION AND CONTROL OF ANY SECURITIZATION
ACCOUNT, LOCK-BOX OR COLLECTION ACCOUNT AT A FUTURE TIME OR UPON THE OCCURRENCE
OF A FUTURE EVENT TO ANY PERSON, EXCEPT (I) WITH RESPECT TO LOCK-BOXES AND THE
SECURITIZATION ACCOUNTS, TO THE AGENT AS CONTEMPLATED BY THIS AGREEMENT AND (II)
WITH RESPECT TO SHARED COLLECTION ACCOUNTS, TO THE BANK GROUP AGENT, SUBJECT TO
THE TERMS OF THE INTERCREDITOR AGREEMENT.
(K)
TAXES.
SUCH SELLER PARTY WILL FILE ALL TAX RETURNS AND REPORTS
REQUIRED BY LAW TO BE FILED BY IT AND WILL PROMPTLY PAY ALL TAXES AND
GOVERNMENTAL CHARGES AT ANY TIME OWING, EXCEPT, IN THE CASE OF SERVICER, ANY
SUCH TAXES WHICH ARE NOT YET DELINQUENT OR ARE BEING DILIGENTLY CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES IN
21
accordance with GAAP shall have been set aside on its books.
Seller will pay
when due any taxes payable in connection with the Receivables, exclusive of
taxes on or measured by income or gross receipts of Company, the Agent or any
Financial Institution.
(L)
PAYMENT TO ORIGINATOR.
WITH RESPECT TO ANY RECEIVABLE PURCHASED
BY SELLER FROM ORIGINATOR, SUCH SALE SHALL BE EFFECTED UNDER, AND IN STRICT
COMPLIANCE WITH THE TERMS OF, THE RECEIVABLES SALE AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THE TERMS RELATING TO THE AMOUNT AND TIMING OF PAYMENTS TO BE MADE
TO ORIGINATOR IN RESPECT OF THE