APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS WITH RESPECT TO IT, ITS BUSINESS
AND PROPERTIES AND ALL RECEIVABLES AND RELATED CONTRACTS.
(B)
PRESERVATION OF CORPORATE EXISTENCE.
PRESERVE AND MAINTAIN ITS CORPORATE
EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES IN THE JURISDICTION OF ITS
INCORPORATION, AND QUALIFY AND REMAIN QUALIFIED IN GOOD STANDING AS A FOREIGN
CORPORATION IN EACH JURISDICTION EXCEPT WHERE THE FAILURE TO PRESERVE AND
MAINTAIN SUCH EXISTENCE, RIGHTS, FRANCHISES, PRIVILEGES AND QUALIFICATIONS WOULD
NOT MATERIALLY ADVERSELY AFFECT (I) THE INTERESTS HEREUNDER OF THE BUYER,
(II) THE COLLECTIBILITY OF ANY RECEIVABLE, (III) THE BUSINESS, PROPERTIES,
OPERATIONS, PROSPECTS, PROFITS OR CONDITION (FINANCIAL OR OTHERWISE) CONDITION
OF THE SELLER OR (IV) THE ABILITY OF THE SELLER (INDIVIDUALLY OR AS SERVICER) TO
PERFORM ITS OBLIGATIONS HEREUNDER AND UNDER THE OTHER FACILITY DOCUMENTS TO
WHICH IT IS A PARTY.
(C)
AUDITS.
AT ANY TIME AND FROM TIME TO TIME UPON PRIOR WRITTEN NOTICE TO THE
SELLER AND DURING REGULAR BUSINESS HOURS AND ON A QUARTERLY BASIS IF REQUESTED,
PERMIT THE BUYER AND ITS DESIGNEES (INCLUDING THE COLLATERAL AGENT), OR THEIR
RESPECTIVE AGENTS OR REPRESENTATIVES, (I) TO EXAMINE AND MAKE COPIES OF AND
ABSTRACTS FROM ALL RECORDS, AND (II) TO VISIT THE OFFICES AND PROPERTIES OF THE
SELLER FOR THE PURPOSE OF EXAMINING SUCH RECORDS, AND TO DISCUSS MATTERS
RELATING TO THE RECEIVABLES OR THE SELLER'S PERFORMANCE HEREUNDER WITH ANY OF
THE OFFICERS OR EMPLOYEES OF THE SELLER HAVING KNOWLEDGE OF SUCH MATTERS.
EACH
SUCH AUDIT SHALL BE AT THE SOLE EXPENSE OF THE SELLER; PROVIDED, HOWEVER, THAT
SO LONG AS NO EVENT OF TERMINATION HAS OCCURRED IN ANY CALENDAR YEAR, THE ANNUAL
COSTS OF THE AUDITS DURING SUCH YEAR FOR WHICH THE SELLER IS RESPONSIBLE SHALL
NOT EXCEED $75,000 FOR EACH PURCHASER UNDER THE RECEIVABLES PURCHASE AGREEMENT.
(D)
KEEPING OF RECORDS AND BOOKS OF ACCOUNT.
MAINTAIN AND IMPLEMENT
ADMINISTRATIVE AND OPERATING PROCEDURES (INCLUDING, WITHOUT LIMITATION, AN
ABILITY TO RECREATE
14
records evidencing the Receivables in the event of the destruction of the
originals thereof) and keep and maintain, all documents, books, records and
other information reasonably necessary or advisable for the collection of all
Receivables (including, without limitation, records adequate to permit the daily
identification of all Collections of and adjustments to each Receivable).
(E)
PERFORMANCE AND COMPLIANCE WITH RECEIVABLES AND CONTRACTS.
AT ITS EXPENSE
TIMELY AND FULLY PERFORM AND COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL MATERIAL
PROVISIONS, COVENANTS AND OTHER PROMISES REQUIRED TO BE OBSERVED BY IT UNDER THE
CONTRACTS.
(F)
LOCATION OF RECORDS.
KEEP ITS CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE
OFFICE, AND THE OFFICES WHERE IT KEEPS THE RECORDS, AT THE ADDRESS(ES) OF THE
SELLER REFERRED TO IN SECTION 4.01(J), OR, IN ANY SUCH CASE, UPON 30 DAYS' PRIOR
WRITTEN NOTICE TO THE BUYER, AT SUCH OTHER LOCATIONS WITHIN THE UNITED STATES
WHERE ALL ACTION REQUIRED BY SECTION 2.08 AND BY SECTION 6.04 SHALL HAVE BEEN
TAKEN AND COMPLETED.
(G)
CREDIT AND COLLECTION POLICIES.
COMPLY IN ALL MATERIAL RESPECTS WITH ITS
CREDIT AND COLLECTION POLICY ATTACHED HERETO AS EXHIBIT D