PERSONS WHO COMMIT, THREATEN TO
COMMIT, OR SUPPORT TERRORISM (66 FED. REG. 49079 (2001)), (II) WHO ENGAGES IN
ANY DEALINGS OR TRANSACTIONS PROHIBITED BY SECTION 2 OF SUCH EXECUTIVE ORDER, OR
TO THE BEST OF SELLER'S KNOWLEDGE,
IS OTHERWISE ASSOCIATED WITH ANY SUCH PERSON
IN ANY MANNER VIOLATIVE OF SECTION 2 OF SUCH EXECUTIVE ORDER, OR (III) ON THE
CURRENT LIST OF SPECIALLY DESIGNATED NATIONALS
58
AND BLOCKED PERSONS OR SUBJECT TO THE LIMITATIONS OR PROHIBITIONS UNDER ANY
OTHER U.S. DEPARTMENT OF TREASURY'S OFFICE OF FOREIGN ASSETS CONTROL REGULATION
OR EXECUTIVE ORDER.
(AA)
CERTAIN TAX MATTERS.
SELLER REPRESENTS AND WARRANTS, AND
ACKNOWLEDGES AND AGREES, THAT IT DOES NOT INTEND TO TREAT ANY TRANSACTION OR ANY
RELATED TRANSACTIONS HEREUNDER AS BEING A "REPORTABLE TRANSACTION" (WITHIN THE
MEANING OF UNITED STATES TREASURY DEPARTMENT REGULATION SECTION 1.6011-4).
IN
THE EVENT THAT SELLER DETERMINES TO TAKE ANY ACTION INCONSISTENT WITH SUCH
INTENTION, IT WILL PROMPTLY NOTIFY THE AGENT.
IF SELLER SO NOTIFIES BUYER,
SELLER ACKNOWLEDGES AND AGREES THAT THE AGENT AND EACH BUYER MAY TREAT EACH
TRANSACTION AS PART OF A TRANSACTION THAT IS SUBJECT TO UNITED STATES TREASURY
DEPARTMENT REGULATION SECTION 301.6112-1, AND THE AGENT WILL MAINTAIN THE LISTS
AND OTHER RECORDS REQUIRED BY SUCH TREASURY REGULATION.
(BB)
FISCAL YEAR.
THE FISCAL YEAR OF SELLER IS THE CALENDAR YEAR.
(CC)
AGREEMENTS.
SELLER IS NOT A PARTY TO ANY AGREEMENT OR INSTRUMENT
OR SUBJECT TO ANY RESTRICTION WHICH COULD REASONABLY BE EXPECTED TO HAVE ANY
MATERIAL ADVERSE EFFECT.
SELLER IS NOT IN DEFAULT IN ANY MATERIAL RESPECT IN
THE PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS
OR CONDITIONS CONTAINED IN ANY AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR
BY WHICH SELLER IS BOUND.
SELLER DOES NOT HAVE ANY MATERIAL FINANCIAL
OBLIGATION UNDER ANY AGREEMENT OR INSTRUMENT TO WHICH SELLER IS A PARTY OR BY
WHICH SUCH PARTY IS OTHERWISE BOUND, OTHER THAN (A) OBLIGATIONS INCURRED IN THE
ORDINARY COURSE OF SELLER'S BUSINESS AND (B) OBLIGATIONS UNDER THE REPURCHASE
DOCUMENTS.
(DD)
AMENDMENT AND RESTATEMENT.
THE EXISTING AGREEMENT IS AMENDED,
RESTATED AND SUPERCEDED IN ITS ENTIRETY BY THIS AGREEMENT.
SELLER HAS NO, AND
SELLER HEREBY WAIVES ALL, DEFENSES, RIGHTS OF SETOFF, CLAIMS, COUNTERCLAIMS OR
CAUSES OF ACTION OF ANY KIND OR DESCRIPTION AGAINST THE AGENT AND ANY APPLICABLE
BUYER ARISING UNDER OR IN RESPECT OF THE EXISTING AGREEMENT OR ANY RELATED
DOCUMENT AND, AS OF THE EFFECTIVE DATE, THE AGENT AND EACH APPLICABLE BUYER IS
IN FULL COMPLIANCE WITH ITS UNDERTAKINGS AND OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING THE EXISTING AGREEMENT) AND ALL RELATED DOCUMENTS.
ARTICLE IX
COVENANTS
SECTION 9.01
SELLER COVENANTS.
ON AND AS OF THE DATE OF THIS
AGREEMENT AND EACH PURCHASE DATE AND UNTIL THIS AGREEMENT IS NO LONGER IN FORCE
WITH RESPECT TO ANY TRANSACTION, EACH SELLER COVENANTS THAT:
(A)
FINANCIAL STATEMENTS.
SELLER SHALL DELIVER OR CAUSE TO BE
DELIVERED TO THE AGENT:
(I)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN THIRTY (30) DAYS
AFTER THE END OF EACH FISCAL QUARTER OF THE PARENT,