OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
RELATED DOCUMENTS AND (II) COMPLY WITH ALL FEDERAL, STATE AND LOCAL LAWS AND
REGULATIONS APPLICABLE TO IT AND THE TRANSFERRED RECEIVABLES, INCLUDING THOSE
RELATING TO TRUTH IN LENDING, RETAIL INSTALLMENT SALES, FAIR CREDIT BILLING,
FAIR CREDIT REPORTING, EQUAL CREDIT OPPORTUNITY, FAIR DEBT COLLECTION PRACTICES,
PRIVACY, LICENSING, TAXATION, ERISA AND LABOR MATTERS AND ENVIRONMENTAL LAWS AND
ENVIRONMENTAL PERMITS EXCEPT, SOLELY WITH RESPECT TO THIS CLAUSE (II), WHERE THE
FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(B)
MAINTENANCE OF EXISTENCE AND CONDUCT OF BUSINESS.
THE BORROWER
SHALL:
(I) DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO PRESERVE AND KEEP IN
FULL FORCE AND EFFECT ITS LIMITED LIABILITY COMPANY EXISTENCE AND ITS RIGHTS AND
FRANCHISES; (II) CONTINUE TO CONDUCT ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED
OR AS OTHERWISE PERMITTED HEREUNDER AND IN ACCORDANCE WITH (1) THE TERMS OF ITS
LIMITED LIABILITY COMPANY AGREEMENT AND (2) SECTION 4.01(P); (III) AT ALL TIMES
MAINTAIN, PRESERVE AND PROTECT ALL OF ITS ASSETS AND PROPERTIES USED OR USEFUL
IN THE CONDUCT OF ITS BUSINESS, INCLUDING ALL LICENSES, PERMITS, CHARTERS AND
REGISTRATIONS, AND KEEP THE SAME IN GOOD REPAIR, WORKING ORDER AND CONDITION IN
ALL MATERIAL RESPECTS (TAKING INTO CONSIDERATION ORDINARY WEAR AND TEAR) AND
FROM TIME TO TIME MAKE, OR CAUSE TO BE MADE, ALL NECESSARY OR APPROPRIATE
REPAIRS, REPLACEMENTS AND IMPROVEMENTS THERETO CONSISTENT WITH INDUSTRY
PRACTICES; AND (IV) TRANSACT BUSINESS ONLY IN THE NAME OF "VERTIS RECEIVABLES
II, LLC" OR SUCH TRADE NAMES AS ARE SET FORTH IN SCHEDULE 5.01(B) OR UPON 30
DAYS' PRIOR WRITTEN NOTICE TO ADMINISTRATIVE AGENT, IN ANY OTHER LEGAL NAME WITH
RESPECT TO WHICH ALL ACTION REQUESTED BY ADMINISTRATIVE AGENT PURSUANT TO
SECTION 12.13 SHALL HAVE BEEN TAKEN WITH RESPECT TO THE TRANSFERRED RECEIVABLE
(C)
DEPOSIT OF COLLECTIONS.
THE BORROWER SHALL DEPOSIT OR CAUSE TO BE
DEPOSITED PROMPTLY INTO A COLLECTION ACCOUNT, AND IN ANY EVENT NO LATER THAN THE
FIRST BUSINESS
26
Day after receipt thereof, all Collections it may receive with respect to any
Transferred Receivable.
(D)
USE OF PROCEEDS.
THE BORROWER SHALL UTILIZE THE PROCEEDS OF THE
ADVANCES MADE HEREUNDER SOLELY FOR (I) THE REPAYMENT OF ADVANCES MADE HEREUNDER
AND THE PAYMENT OF ANY FEES DUE HEREUNDER, (II) THE PURCHASE OF RECEIVABLES FROM
THE ORIGINATORS PURSUANT TO THE SALE AGREEMENT, (III) THE PAYMENT OF
DISTRIBUTIONS TO THE MEMBER, (IV) THE REPAYMENT OF SUBORDINATED LOANS, AND
(V) THE PAYMENT OF ADMINISTRATIVE FEES OR SERVICING FEES OR EXPENSES TO THE
SERVICER OR ROUTINE ADMINISTRATIVE OR OPERATING EXPENSES, IN EACH CASE ONLY AS
EXPRESSLY PERMITTED BY AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND
THE OTHER RELATED DOCUMENTS.
(E)
PAYMENT AND PERFORMANCE OF CHARGES AND OTHER OBLIGATIONS.
(I)
SUBJECT TO SECTION 5.01(E)(II), THE BORROWER SHALL PAY, PERFORM
AND DISCHARGE OR CAUSE TO BE PAID, PERFORMED AND DISCHARGED PROMPTLY ALL CHARGES
AND CLAIMS PAYABLE BY IT, INCLUDING (A) CHARGES IMPOSED UPON IT, ITS INCOME AND
PROFITS, OR ANY OF ITS PROPERTY (REAL,