FEES AND EXPENSES INCURRED BY LENDER AND PAYABLE BY
BORROWER IN CONNECTION WITH SUCH INSPECTIONS SHALL CONSTITUTE EXPENSES FOR
PURPOSES OF THIS AGREEMENT.
6.10
TAX RETURNS AND REPORTS.
AT LENDER'S REQUEST FROM
TIME TO TIME, BORROWERS SHALL PROMPTLY FURNISH LENDER WITH COPIES OF ANY ANNUAL
FEDERAL AND STATE INCOME TAX RETURNS, ANY OTHER TAX RETURNS OF BORROWERS OR ANY
OTHER DOCUMENTS RELATED TO TAXES OF THE BORROWERS
6.11
MATERIAL ADVERSE DEVELOPMENTS.
EACH BORROWER
AGREES THAT IMMEDIATELY (BUT AT LEAST WITHIN 2 CALENDAR DAYS) UPON IT OR ANY OF
ITS OFFICERS BECOMING AWARE OF ANY DEVELOPMENT OR OTHER INFORMATION WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, IT SHALL GIVE TO
LENDER TELEPHONIC OR FACSIMILE NOTICE SPECIFYING THE NATURE OF SUCH DEVELOPMENT
OR INFORMATION AND SUCH ANTICIPATED EFFECT.
IN ADDITION, SUCH VERBAL
COMMUNICATION SHALL BE CONFIRMED BY WRITTEN NOTICE THEREOF TO LENDER ON THE NEXT
BUSINESS DAY AFTER SUCH VERBAL NOTICE IS GIVEN.
6.12
PLACES OF BUSINESS.
EACH BORROWER SHALL GIVE
THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO LENDER OF ANY CHANGES TO (A) ITS
JURISDICTION OF ORGANIZATION, (B) THE LOCATION OF ANY OF ITS CHIEF EXECUTIVE
OFFICE OR ANY OTHER PLACES OF BUSINESS, OR THE ESTABLISHMENT OF ANY NEW, OR THE
DISCONTINUANCE OF ANY EXISTING PLACE OF BUSINESS, AND (C) ITS NAME.
6.13
NOTICE OF ACTION.
EACH BORROWER WILL PROMPTLY
NOTIFY LENDER IN THE EVENT OF ANY LEGAL ACTION, DISPUTE, SETOFF, COUNTERCLAIM,
DEFENSE OR REDUCTION THAT IS OR MAY BE ASSERTED BY AN OBLIGOR WITH RESPECT TO
ANY ACCOUNT THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
ON THE COLLECTIBILITY OF SUCH ACCOUNT OR ALL ACCOUNTS COLLECTIVELY.
6.14
VERIFICATION OF INFORMATION.
AT THE REQUEST OF
LENDER, BORROWERS WILL PROMPTLY PROVIDE AND VERIFY THE ACCURACY OF INFORMATION
CONCERNING BORROWERS AND THEIR AFFILIATES OF THE TYPE PROVIDED TO LENDER IN
CONNECTION WITH LENDER'S DECISION TO ENTER INTO THIS AGREEMENT AND SUCH OTHER
INFORMATION CONCERNING BORROWERS AND THEIR AFFILIATES AS LENDER MAY REASONABLY
REQUEST IN CONNECTION WITH ANY OFFERING DOCUMENTS WITH RESPECT TO THE
CONTEMPLATED SECURITIZATION OF, AND SALE OF SECURITIES BACKED BY, THE ELIGIBLE
ACCOUNTS (THE "SECURITIES"), INCLUDING, WITHOUT LIMITATION, ALL INFORMATION
NECESSARY TO PROVIDE FULL AND COMPLETE DISCLOSURE OF ALL MATERIAL FACTS
PERTAINING TO AN INVESTMENT IN THE SECURITIES IN COMPLIANCE WITH FEDERAL AND
STATE SECURITIES AND BLUE SKY LAWS, AND SUCH INFORMATION MAY BE PUBLISHED IN
SUCH OFFERING DOCUMENTS AND RELIED UPON BY LENDER AND ANY PARTY ARRANGING THE
OFFERING OF SUCH SECURITIES BY LENDER OR ITS ASSIGNEE.
SUCH INFORMATION WILL BE
TRUE AND COMPLETE IN ALL MATERIAL RESPECTS AND WILL NOT OMIT TO STATE A MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED IN SUCH INFORMATION, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
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6.15
ACCOUNTS RECEIVABLES MONITORING SYSTEM.
BORROWERS
SHALL PERMIT LENDER OR ITS AGENTS TO INTERFACE ITS ACCOUNTS RECEIVABLES
MONITORING SYSTEM TO BORROWERS' DATA FILES AND WILL ASSIST LENDER OR ITS AGENT
IN COMPLETING AND MAINTAINING SUCH INTERFACE SUCH THAT THE INTERFACE CAN
INTERPRET, TRACK