FAIR WILL PRESERVE AND MAINTAIN ITS ORGANIZATIONAL EXISTENCE, RIGHTS, FRANCHISES
AND PRIVILEGES IN THE JURISDICTION OF ITS FORMATION, AND QUALIFY AND REMAIN
QUALIFIED IN GOOD STANDING AS A CORPORATION IN EACH JURISDICTION WHERE THE
FAILURE TO PRESERVE AND MAINTAIN SUCH EXISTENCE, RIGHTS, FRANCHISES, PRIVILEGES
AND QUALIFICATION HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL
ADVERSE EFFECT.
(C)
PERFORMANCE AND COMPLIANCE WITH SALE
ASSETS.
THE SELLER WILL, AT ITS EXPENSE, TIMELY AND FULLY PERFORM AND COMPLY IN
ALL MATERIAL RESPECTS WITH ALL PROVISIONS, COVENANTS AND OTHER PROMISES REQUIRED
TO BE OBSERVED BY IT UNDER THE SALE ASSETS CONVEYED BY IT HEREUNDER AND ALL
OTHER AGREEMENTS RELATED TO SUCH SALE ASSETS.
(D)
KEEPING OF RECORDS AND BOOKS OF ACCOUNT. THE
SELLER WILL MAINTAIN AND IMPLEMENT ADMINISTRATIVE AND OPERATING PROCEDURES
(INCLUDING, WITHOUT LIMITATION, AN ABILITY TO RECREATE RECORDS EVIDENCING THE
SALE ASSETS CONVEYED BY IT 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 OR ANY
PORTION OF THE SALE ASSETS.
IT WILL MARK ITS MASTER DATA PROCESSING RECORDS
(WHICH MARKING MAY TAKE THE FORM OF FLAGGING THE DATA PROCESSING RECORDS WITH
THE APPROPRIATE STATUS CODE) AND OTHER BOOKS AND RECORDS RELATING TO THE SALE
ASSETS WITH A LEGEND, ACCEPTABLE TO THE BUYER, DESCRIBING THE SALE OF THE SALE
ASSETS TO
25
THE BUYER, AND AT ALL TIMES FOLLOWING THE CLOSING DATE, WILL OTHERWISE CLEARLY
INDENTIFY ON ITS BOOKS AND RECORDS THAT THE SALE ASSETS ARE THE PROPERTY SOLELY
OF THE BUYER.
(E)
PROTECTION OF INTEREST IN SALE ASSETS. ALL
SALE ASSETS ACQUIRED BY THE BUYER FROM THE SELLER WILL BE ACQUIRED PURSUANT TO
AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE SELLER WILL (AT ITS
OWN EXPENSE) TAKE ALL ACTION NECESSARY TO PERFECT, PROTECT AND MORE FULLY
EVIDENCE THE BUYER'S OR ITS ASSIGNEE'S OWNERSHIP OR SECURITY INTEREST IN SUCH
SALE ASSETS FREE AND CLEAR OF ANY LIEN OTHER THAN THE LIEN CREATED HEREUNDER,
INCLUDING, WITHOUT LIMITATION, (I) WITH RESPECT TO THE RECEIVABLES AND THAT
PORTION OF THE SALE ASSETS IN WHICH OWNERSHIP OR A SECURITY INTEREST MAY BE
PERFECTED BY FILING, MAINTAINING EFFECTIVE FINANCING STATEMENTS AGAINST THE
SELLER IN ALL NECESSARY OR APPROPRIATE FILING OFFICES (INCLUDING ANY AMENDMENTS
THERETO OR ASSIGNMENTS THEREOF), AND FILING CONTINUATION STATEMENTS, AMENDMENTS
OR ASSIGNMENTS WITH RESPECT THERETO IN SUCH FILING OFFICES (INCLUDING ANY
AMENDMENTS THERETO OR ASSIGNMENTS THEREOF), (II) EXECUTING OR CAUSING TO BE
EXECUTED SUCH OTHER INSTRUMENTS OR NOTICES AS MAY BE REASONABLY NECESSARY OR
APPROPRIATE, (III) PERMIT THE BUYER OR ITS AGENTS OR REPRESENTATIVES TO VISIT
THE OFFICES OF THE SELLER DURING NORMAL OFFICE HOURS AND UPON REASONABLE NOTICE
EXAMINE AND MAKE COPIES OF ALL DOCUMENTS, BOOKS, RECORDS AND OTHER INFORMATION
CONCERNING THE SALE ASSETS AND DISCUSS MATTERS RELATED THERETO WITH DURHAM,
COCHRAN AND ANY OF THE OFFICERS OR EXECUTIVE EMPLOYEES OF FAIR HAVING KNOWLEDGE
OF SUCH MATTERS (THE SELLER SHALL PAY THE REASONABLE COSTS AND EXPENSES