AND ALL RECEIVABLES AND RELATED
CONTRACTS, EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(B)
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 WHERE
THE FAILURE TO PRESERVE AND MAINTAIN SUCH EXISTENCE, RIGHTS, FRANCHISES,
PRIVILEGES AND QUALIFICATION COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(C)
(1) AT ANY TIME FOLLOWING REASONABLE NOTICE AND DURING REGULAR
BUSINESS HOURS IN A MANNER NOT UNREASONABLY INTERFERING WITH THE COMPANY'S
OPERATIONS, OR (2) IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (AND IN
EACH CASE, SUBJECT TO THE PROVISIONS OF SECTION 8.3), PERMIT THE AGENT, OR ITS
AGENTS OR REPRESENTATIVES, TO (I) EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM
ALL BOOKS, RECORDS AND DOCUMENTS (INCLUDING COMPUTER TAPES AND DISKS) IN THE
POSSESSION OR UNDER THE CONTROL OF THE COMPANY RELATING TO RECEIVABLES (AND
INCLUDING, FOLLOWING AN EVENT OF DEFAULT, MATERIAL THAT WOULD CONSTITUTE RECORDS
UNDER THE DEFINITION THEREOF BUT FOR THE FACT THAT SUCH MATERIAL DOES NOT RELATE
SOLELY TO THE RECEIVABLES), AND SUCH OTHER DOCUMENTATION AND INFORMATION
RELATING TO SAID RECEIVABLES AND OTHER COLLATERAL AS THE AGENT MAY REASONABLY
REQUIRE; (II) VISIT THE OFFICES AND PROPERTIES OF THE COMPANY FOR THE PURPOSE OF
EXAMINING OR AUDITING SUCH MATERIALS DESCRIBED IN CLAUSE (I) ABOVE; AND (III)
DISCUSS MATTERS RELATING TO RECEIVABLES OR THE COMPANY'S PERFORMANCE HEREUNDER
WITH ANY OF THE OFFICERS OR EMPLOYEES OF THE COMPANY HAVING KNOWLEDGE OF SUCH
MATTERS.
(D)
(I) MAINTAIN AND IMPLEMENT ADMINISTRATIVE AND OPERATING PROCEDURES
(INCLUDING AN ABILITY TO RECREATE RECORDS EVIDENCING 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 RECORDS ADEQUATE TO PERMIT THE DAILY
IDENTIFICATION OF EACH NEW RECEIVABLE AND ALL COLLECTIONS OF AND ADJUSTMENTS TO
EACH EXISTING RECEIVABLE). THE COMPANY WILL GIVE THE AGENT NOTICE OF ANY
MATERIAL CHANGE IN THE ADMINISTRATIVE AND OPERATING PROCEDURES REFERRED TO IN
THE PREVIOUS SENTENCE.
(II)
(A) ON OR PRIOR TO THE CLOSING DATE, MARK ITS BOOKS AND RECORDS
RELATING TO THE RECEIVABLES WITH A DESCRIPTION OF THE SECURITY INTEREST CREATED
HEREUNDER AND (B) FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF AN
EVENT OF DEFAULT, UPON THE REQUEST OF THE AGENT DELIVER TO THE AGENT ALL
CONTRACTS OR COPIES THEREOF RELATING TO THE RECEIVABLES TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, RULES OR REGULATIONS.
35
(E)
AT ITS EXPENSE, TIMELY AND FULLY PERFORM AND COMPLY IN ALL MATERIAL
RESPECTS WITH PROVISIONS, COVENANTS AND OTHER PROMISES REQUIRED TO BE OBSERVED
BY IT UNDER THE CONTRACTS RELATED TO THE RECEIVABLES.
(F)
ESTABLISH AND MAINTAIN, IN FAVOR OF THE AGENT FOR THE BENEFIT OF
THE LENDERS, A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE
COLLATERAL TO THE FULL EXTENT CONTEMPLATED HEREIN, FREE AND CLEAR OF