PARENT
SHALL HAVE (I) GENERATED SUCH POOL RECEIVABLE ITSELF OR (II) PURCHASED SUCH POOL
RECEIVABLE FROM THE ORIGINATOR THEREOF IN EXCHANGE FOR PAYMENT (MADE BY THE
PARENT TO SUCH ORIGINATOR IN ACCORDANCE WITH THE PROVISIONS OF THE INITIAL
PURCHASE AGREEMENT) OF CASH IN AN AMOUNT WHICH CONSTITUTES FAIR CONSIDERATION
AND REASONABLY EQUIVALENT VALUE.
EACH SUCH SALE REFERRED TO IN CLAUSE (II) OF
THE PRECEDING SENTENCE SHALL NOT HAVE BEEN MADE FOR OR ON ACCOUNT OF AN
ANTECEDENT DEBT OWED BY SUCH ORIGINATOR TO THE PARENT.
(D)
(I) THE BALANCE SHEETS OF THE PARENT AND ITS SUBSIDIARIES AS AT
THE LATER OF (A) DECEMBER 31, 2006, AND (B) THE DATE OF THE MOST RECENT AUDITED
ANNUAL FINANCIAL STATEMENTS OF THE PARENT DELIVERED PURSUANT TO SECTION
5.01(K)(II), IN EACH CASE, TOGETHER WITH THE RELATED STATEMENTS OF INCOME AND
RETAINED EARNINGS OF THE PARENT AND ITS SUBSIDIARIES FOR THE FISCAL YEAR THEN
ENDED, COPIES OF WHICH HAVE BEEN FURNISHED TO THE AGENT, FAIRLY PRESENT THE
FINANCIAL CONDITION OF THE PARENT AND ITS SUBSIDIARIES AS AT SUCH DATE AND THE
RESULTS OF THE OPERATIONS OF THE PARENT AND ITS SUBSIDIARIES FOR THE PERIOD
ENDED ON SUCH DATE, ALL IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES CONSISTENTLY APPLIED, AND (II) SINCE SUCH DATE THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, PROPERTY, PROSPECTS OR
FINANCIAL OR OTHER CONDITION OF THE PARENT; IT BEING UNDERSTOOD THAT A BREACH OF
THIS CLAUSE (II) SHALL OCCUR IF THE AUDITED ANNUAL FINANCIAL STATEMENTS FOR ANY
YEAR SHALL SHOW SUCH A MATERIAL ADVERSE CHANGE FROM THE AUDITED ANNUAL FINANCIAL
STATEMENTS FOR THE IMMEDIATELY PRIOR YEAR.
42
ARTICLE V
COVENANTS
SECTION 5.01.
COVENANTS OF THE SELLER.
UNTIL THE LATEST OF THE FACILITY
TERMINATION DATE OR THE DATE ON WHICH ALL OBLIGATIONS ARE PAID IN FULL:
(A)
COMPLIANCE WITH LAWS, ETC.
THE SELLER WILL COMPLY IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS AND PRESERVE
AND MAINTAIN ITS LIMITED LIABILITY COMPANY EXISTENCE, RIGHTS, FRANCHISES,
QUALIFICATIONS, AND PRIVILEGES EXCEPT TO THE EXTENT THAT THE FAILURE SO TO
COMPLY WITH SUCH LAWS, RULES AND REGULATIONS OR THE FAILURE SO TO PRESERVE AND
MAINTAIN SUCH RIGHTS, FRANCHISES, QUALIFICATIONS, AND PRIVILEGES WOULD NOT
IMPAIR THE COLLECTIBILITY OF THE RECEIVABLES POOL OR THE ABILITY OF THE SELLER
TO PERFORM ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.
(B)
OFFICES, RECORDS, NAME AND ORGANIZATION.
THE SELLER WILL KEEP ITS
PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE AND THE OFFICE WHERE IT
KEEPS ITS RECORDS CONCERNING THE POOL RECEIVABLES AT THE ADDRESS OF THE SELLER
SET FORTH ON SCHEDULE III HERETO OR, UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE
AGENT, AT ANY OTHER LOCATIONS WITHIN THE UNITED STATES.
THE SELLER WILL NOT
CHANGE ITS NAME OR ITS STATE OF ORGANIZATION, UNLESS (I) THE SELLER SHALL HAVE
PROVIDED THE AGENT WITH AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE THEREOF, TOGETHER
WITH AN UPDATED SCHEDULE IV, AND (II) NO LATER THAN THE EFFECTIVE DATE OF SUCH
CHANGE, ALL ACTIONS, DOCUMENTS AND AGREEMENTS REASONABLY