TRANSFERRED PURSUANT TO THIS
SECTION 7.03(E) FROM AND AFTER THE CLOSING DATE SHALL NOT EXCEED $10,000,000,
(IV) EACH SALE OR TRANSFER OF TRANSFERRED RECEIVABLES PURSUANT TO THIS
SECTION 7.03(E) SHALL BE MADE WITHOUT ANY RECOURSE TO THE BUYER AND (V) ANY
BUYER OF ANY TRANSFERRED RECEIVABLES SOLD OR OTHERWISE TRANSFERRED PURSUANT TO
THIS SECTION 7.03(E) SHALL AGREE IN WRITING THAT, UNTIL THE DATE THAT IS ONE
YEAR PLUS ONE DAY FOLLOWING THE DATE ON WHICH ALL BORROWER OBLIGATIONS HAVE BEEN
INDEFEASIBLY PAID IN FULL IN CASH, SUCH
34
Person shall not, directly or indirectly, institute or cause to be instituted
against Buyer any proceeding of the type referred to in Sections 8.01(c) or
8.01(d) of this Agreement.
(F)
COMPUTER RECORDS.
THE SERVICER SHALL MAINTAIN, CONSISTENT WITH
THE REQUIREMENTS OF SECTION 2.01(F)(I), COMPUTER RECORDS OF ALL INVOICES THAT
ARE (OR EVIDENCE) CONTRACTS AND FROM WHICH DUPLICATE COPIES OF SUCH INVOICES CAN
BE PRODUCED.
SECTION 7.04.
COVENANTS OF THE SERVICER.
THE SERVICER COVENANTS AND AGREES
THAT FROM AND AFTER THE EFFECTIVE DATE AND UNTIL THE TERMINATION DATE:
(A)
COMPLIANCE WITH AGREEMENTS AND APPLICABLE LAWS.
THE SERVICER
SHALL PERFORM EACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER RELATED
DOCUMENTS AND COMPLY WITH ALL FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS AND
REGULATIONS APPLICABLE TO IT AND THE RECEIVABLES, INCLUDING THOSE RELATING TO
TRUTH IN LENDING, RETAIL INSTALLMENT SALES, FAIR CREDIT BILLING, FAIR CREDIT
REPORTING, EQUAL CREDIT OPPORTUNITY, FAIR DEBT COLLECTION PRACTICES, PRIVACY,
LICENSING, SECURITIES LAWS, MARGIN REGULATIONS, TAXATION, ERISA AND LABOR
MATTERS AND ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS, EXCEPT WHERE THE
FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
(B)
MAINTENANCE OF EXISTENCE AND CONDUCT OF BUSINESS.
THE SERVICER
SHALL:
(I) DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO PRESERVE AND KEEP IN
FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE AND ITS RIGHTS AND FRANCHISES;
(II) CONTINUE TO CONDUCT ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED OR AS
OTHERWISE PERMITTED HEREUNDER AND IN ACCORDANCE WITH THE TERMS OF ITS
CERTIFICATE OR ARTICLES OF INCORPORATION AND BY-LAWS; AND (III) AT ALL TIMES
MAINTAIN, PRESERVE AND PROTECT ALL OF ITS ASSETS AND PROPERTIES USED OR USEFUL
IN THE CONDUCT OF ITS BUSINESS, INCLUDING ALL LICENSES, PERMITS, CHARTERS AND
REGISTRATIONS, AND KEEP THE SAME IN GOOD REPAIR, WORKING ORDER AND CONDITION IN
ALL MATERIAL RESPECTS (TAKING INTO CONSIDERATION ORDINARY WEAR AND TEAR) AND
FROM TIME TO TIME MAKE, OR CAUSE TO BE MADE, ALL NECESSARY OR APPROPRIATE
REPAIRS, REPLACEMENTS AND IMPROVEMENTS THERETO CONSISTENT WITH INDUSTRY
PRACTICES, EXCEPT TO THE EXTENT THAT THE FAILURE TO COMPLY WITH THIS CLAUSES
(II) AND (III) COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT WITHIN THE MEANING OF CLAUSES (B) THROUGH (E) OF THE DEFINITION THEREOF.
(C)
DEPOSIT OF COLLECTIONS.
THE SERVICER SHALL 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 WITH
RESPECT TO ANY