THE PROCEEDS THEREOF, (I) FOR EACH ELIGIBLE RECEIVABLE,
CUSTOMER SHALL HAVE INCLUDED THE ELIGIBLE RECEIVABLE ON A LIST OF RECEIVABLES
DELIVERED TO BUYER AND CUSTODIAN AND SHALL HAVE DELIVERED TO CUSTODIAN (OR TO
ESCROW AGENT ON BEHALF OF CUSTODIAN) THE RECEIVABLE DELIVERY DOCUMENTS AND (II)
BUYER SHALL HAVE RECEIVED CUSTOMER'S CLOSING CERTIFICATE THEREFOR DULY EXECUTED
BY CUSTOMER.
(F)
NO CLAIM SHALL HAVE BEEN ASSERTED OR PROCEEDING COMMENCED
CHALLENGING ANY TRANSACTION DOCUMENT OR BUYER'S OR CUSTODIAN'S RIGHTS UNDER THIS
AGREEMENT, AND NO CLAIM HAS BEEN ASSERTED WHICH IF TRUE WOULD BE A BREACH OF A
REPRESENTATION AND WARRANTY IN THE TRANSACTION DOCUMENTS.
(G)
NO VENDOR OR CREDITOR OF CUSTOMER SHALL HAVE PROVIDED ADVERSE
CREDIT INFORMATION OF A MATERIAL NATURE ABOUT CUSTOMER TO BUYER.
(H)
BUYER'S MOST RECENT INSPECTION OF THE WAREHOUSE ASSETS OR
CUSTOMER'S RECORDS OR OPERATIONS SHALL HAVE BEEN REASONABLY SATISFACTORY TO
BUYER.
(I)
NONE OF THE ACTIONS TAKEN OR DOCUMENTS EXECUTED TO SATISFY THE
CONDITIONS IN SECTION 4.1 SHALL HAVE BEEN REVOKED, RESCINDED, TERMINATED, OR
CANCELED WITHOUT BUYER'S PRIOR CONSENT.
(J)
WITH REGARD TO EACH PURCHASE, BUYER SHALL HAVE APPROVED, IN ITS
SOLE DISCRETION, THE WAREHOUSE ASSET IN QUESTION, IN ACCORDANCE WITH THIS
AGREEMENT.
(K)
WITH REGARD TO EACH PURCHASE AND INVESTMENT OF PRINCIPAL, THE
PROVISIONS OF SECTION 2.2 AND SCHEDULE 2.2-1 HAVE BEEN COMPLIED WITH AND THE
CONDITIONS SET FORTH THEREIN SATISFIED AND CUSTODIAN HAS (OR ESCROW AGENT, AS
CONFIRMED IN THE ESCROW CONFIRMATION LETTER,
46
AS AGENT AND BAILEE FOR BUYER) HAS POSSESSION OF, ORIGINAL COUNTERPART COPIES OF
THE APPLICABLE CONTRACT AND OTHER RECEIVABLE DELIVERY DOCUMENTS.
ARTICLE V
COVENANTS
SECTION 5.1.
AFFIRMATIVE COVENANTS OF CUSTOMER.
CUSTOMER HEREBY
COVENANTS, UNDERTAKES AND AGREES THAT AT ALL TIMES FROM THE DATE HEREOF TO THE
DATE ON WHICH ALL AMOUNTS PAYABLE HEREUNDER AND UNDER THE OTHER TRANSACTION
DOCUMENTS SHALL BE INDEFEASIBLY PAID IN FULL OR IF LATER, THE TERMINATION DATE,
UNLESS BUYER SHALL OTHERWISE CONSENT IN WRITING:
(A)
FINANCIAL REPORTING.
CUSTOMER WILL MAINTAIN, AND EACH OF ITS
SUBSIDIARIES TO MAINTAIN, A SYSTEM OF ACCOUNTING ESTABLISHED AND ADMINISTERED IN
ACCORDANCE WITH SOUND BUSINESS PRACTICES TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GAAP.
CUSTOMER WILL DELIVER TO BUYER AND
CUSTODIAN:
(I)
YEAR-END FINANCIALS.
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE END OF EACH FISCAL YEAR, (A) THE
CONSOLIDATED BALANCE SHEETS OF CUSTOMER AND ITS SUBSIDIARIES AS AT THE END OF
SUCH FISCAL YEAR AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME,
STOCKHOLDER'S EQUITY AND CASH FLOWS OF CUSTOMER AND ITS SUBSIDIARIES FOR SUCH
FISCAL YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE CORRESPONDING
FIGURES FOR THE PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL AND CERTIFIED BY
THE CHIEF FINANCIAL OFFICER OF CUSTOMER THAT THEY FAIRLY PRESENT THE FINANCIAL
CONDITION OF CUSTOMER AND ITS SUBSIDIARIES AS AT THE DATES INDICATED AND THE
RESULTS OF THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE PERIODS INDICATED,
(B) A NARRATIVE REPORT DESCRIBING THE OPERATIONS OF CUSTOMER AND ITS
SUBSIDIARIES IN THE FORM PREPARED FOR