PROMPTLY WHEN DUE IN EACH CASE, TO THE EXTENT THE FAILURE TO DO SO COULD
REASONABLY BE EXPECTED TO (I) MATERIALLY IMPAIR THE ABILITY OF SUCH ORIGINATOR
TO PERFORM ITS OBLIGATIONS UNDER THE RELATED DOCUMENTS, (II) ADVERSELY AFFECT
THE VALIDITY OR ENFORCEABILITY OF ANY RELATED DOCUMENT OR THE RIGHTS AND
REMEDIES OF THE BORROWER, THE LENDERS OR THE ADMINISTRATIVE AGENT UNDER ANY
RELATED DOCUMENT, (III) ADVERSELY AFFECT THE FEDERAL INCOME TAX ATTRIBUTES OF
THE SALE, CONTRIBUTION OR PLEDGE OF THE TRANSFERRED RECEIVABLES PURSUANT TO ANY
RELATED DOCUMENT OR (IV) AFFECT THE ENFORCEABILITY OR VALUE OF THE TRANSFERRED
RECEIVABLES (OR THE COLLECTIBILITY THEREOF), THE CONTRACTS THEREFORE, THE
BORROWER COLLATERAL (IN EACH CASE, TAKEN AS A WHOLE) OR THE OWNERSHIP INTERESTS
OR LIENS OF THE BORROWER OR THE LENDERS OR THE ADMINISTRATIVE AGENT THEREON OR
THE PRIORITY OF SUCH INTERESTS OR LIENS..
(II)
EACH ORIGINATOR AND EACH OTHER MEMBER OF
THE PARENT GROUP MAY IN GOOD FAITH CONTEST, BY APPROPRIATE PROCEEDINGS, THE
VALIDITY OR AMOUNT OF ANY CHARGES OR CLAIMS DESCRIBED IN SECTION 4.02(K)(I);
PROVIDED, THAT (A) ADEQUATE RESERVES WITH RESPECT TO SUCH CONTEST ARE MAINTAINED
ON THE BOOKS OF SUCH ORIGINATOR OR SUCH MEMBER, AS APPLICABLE, IN ACCORDANCE
WITH GAAP, (B) SUCH CONTEST IS MAINTAINED AND PROSECUTED CONTINUOUSLY AND WITH
DILIGENCE, (C) NONE OF THE RECEIVABLES MAY BECOME SUBJECT TO FORFEITURE OR LOSS
AS A RESULT OF SUCH CONTEST, (D) NO LIEN MAY BE IMPOSED TO SECURE PAYMENT OF
SUCH CHARGES OR CLAIMS (EXCEPTING ONLY LIENS AS TO WHICH FORECLOSURE IS NOT
IMMINENT AND THE USE AND VALUE OF THE PROPERTY TO WHICH THE LIEN ATTACHES IS NOT
IMPAIRED DURING THE PENDENCY OF SUCH PROCEEDING), AND (E) BUYER HAS ADVISED SUCH
ORIGINATOR IN WRITING THAT BUYER REASONABLY BELIEVES THAT NONPAYMENT OR
NONDISCHARGE THEREOF COULD NOT REASONABLY BE EXPECTED TO HAVE OR RESULT IN A
MATERIAL ADVERSE EFFECT WITHIN THE MEANING OF CLAUSES (B) THROUGH (E) THEREOF.
(L)
DEPOSIT OF COLLECTIONS.
EACH ORIGINATOR
SHALL (AND SHALL CAUSE EACH OF ITS AFFILIATES TO) (I) INSTRUCT ALL OBLIGORS TO
REMIT ALL PAYMENTS WITH RESPECT TO ANY RECEIVABLES DIRECTLY INTO A COLLECTION
ACCOUNT, AND (II) DEPOSIT OR CAUSE TO BE DEPOSITED PROMPTLY INTO A COLLECTION
ACCOUNT, AND IN ANY EVENT NO LATER THAN THE FIRST BUSINESS DAY AFTER RECEIPT
THEREOF, ALL COLLECTIONS IT MAY RECEIVE IN RESPECT OF TRANSFERRED RECEIVABLES
(AND UNTIL SO DEPOSITED, ALL SUCH COLLECTIONS SHALL BE HELD IN TRUST FOR THE
BENEFIT OF BUYER AND ITS ASSIGNS (INCLUDING THE ADMINISTRATIVE AGENT AND THE
LENDERS)).
NO ORIGINATOR SHALL MAKE OR PERMIT TO BE MADE DEPOSITS INTO A
LOCKBOX OR A COLLECTION ACCOUNT OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT AND
THE OTHER RELATED DOCUMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
EACH ORIGINATOR SHALL TAKE REASONABLE STEPS TO ASSURE THAT NO COLLECTIONS OR
OTHER PROCEEDS WITH RESPECT TO A RECEIVABLE RECONVEYED TO IT PURSUANT TO
SECTION 4.04 HEREOF ARE PAID OR DEPOSITED INTO ANY LOCKBOX OR COLLECTION
ACCOUNT.
(M)
ACCOUNTING CHANGES.
IF ANY ACCOUNTING CHANGES
OCCUR AND SUCH CHANGES RESULT IN A CHANGE