AND WARRANTIES
SET FORTH IN THIS SECTION 4.1 SHALL SURVIVE THE CONVEYANCE OF RECEIVABLES TO THE
PURCHASER, AND TERMINATION OF THE RIGHTS AND OBLIGATIONS OF THE PURCHASER AND
THE ORIGINATOR UNDER THIS AGREEMENT.
UPON DISCOVERY BY THE PURCHASER OR THE
ORIGINATOR OF A BREACH OF ANY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES,
THE PARTY DISCOVERING SUCH BREACH SHALL GIVE PROMPT WRITTEN NOTICE TO THE OTHER
WITHIN THREE (3) BUSINESS DAYS OF SUCH DISCOVERY.
ARTICLE V
COVENANTS
SECTION 5.1
COVENANTS OF THE ORIGINATOR.
At all times from the date hereof to the Final Payout Date, unless the Purchaser
shall otherwise consent in writing:
(A)
CONDUCT OF BUSINESS; OWNERSHIP.
THE
ORIGINATOR SHALL CARRY ON AND CONDUCT ITS DISTRIBUTION BUSINESS IN THE SAME
MANNER AS IT IS PRESENTLY CONDUCTED AND DO ALL THINGS NECESSARY TO REMAIN DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING AS A CORPORATION IN ITS
JURISDICTION OF ORGANIZATION AND MAINTAIN ALL REQUISITE AUTHORITY TO CONDUCT ITS
BUSINESS IN EACH JURISDICTION IN WHICH ITS BUSINESS IS CONDUCTED.
8
(B)
COMPLIANCE WITH LAWS, ETC.
THE ORIGINATOR
SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWS TO WHICH IT OR ITS
RESPECTIVE PROPERTIES MAY BE SUBJECT AND PRESERVE AND MAINTAIN ITS CORPORATE
EXISTENCE, RIGHTS, FRANCHISES, QUALIFICATIONS AND PRIVILEGES.
(C)
FURNISHING OF INFORMATION AND INSPECTION OF
RECORDS.
THE ORIGINATOR SHALL FURNISH TO THE PURCHASER FROM TIME TO TIME SUCH
INFORMATION WITH RESPECT TO THE AFFECTED ASSETS AS THE PURCHASER MAY REASONABLY
REQUEST, INCLUDING LISTINGS IDENTIFYING THE OBLIGOR AND THE UNPAID BALANCE FOR
EACH RECEIVABLE AVAILABLE TO THE SERVICER IN ACCORDANCE WITH ITS THEN CURRENT
ACCOUNTS RECEIVABLE SYSTEM WITHOUT THE SERVICER MANUALLY PREPARING SUCH
REPORTS.
THE ORIGINATOR SHALL, AT ANY TIME AND FROM TIME TO TIME DURING REGULAR
BUSINESS HOURS, AS REASONABLY REQUESTED WITH REASONABLE PRIOR NOTICE BY THE
PURCHASER, PERMIT THE PURCHASER, OR ITS AGENTS OR REPRESENTATIVES, (I) TO
EXAMINE AND MAKE COPIES OF AND TAKE ABSTRACTS FROM ALL BOOKS, RECORDS AND
DOCUMENTS (INCLUDING APPLICABLE COMPUTER SYSTEMS FOLLOWING A POTENTIAL
TERMINATION EVENT OR TERMINATION EVENT) RELATING TO THE RECEIVABLES OR OTHER
AFFECTED ASSETS, INCLUDING THE RELATED CONTRACTS AND (II) TO VISIT THE OFFICES
AND PROPERTIES OF THE ORIGINATOR, FOR THE PURPOSE OF EXAMINING SUCH MATERIALS
DESCRIBED IN CLAUSE (I), AND TO DISCUSS MATTERS RELATING TO THE AFFECTED ASSETS
OR ORIGINATOR'S PERFORMANCE HEREUNDER, UNDER THE CONTRACTS AND UNDER THE OTHER
TRANSACTION DOCUMENTS TO WHICH SUCH PERSON IS A PARTY WITH ANY OF THE OFFICERS,
DIRECTORS, MANAGERS, EMPLOYEES OR INDEPENDENT PUBLIC ACCOUNTANTS OF THE
ORIGINATOR, HAVING KNOWLEDGE OF SUCH MATTERS; PROVIDED, HOWEVER THAT THE
ORIGINATOR SHALL ONLY BE RESPONSIBLE FOR THE COSTS AND EXPENSES ASSOCIATED WITH
ONE SUCH REVIEW PER YEAR UNLESS A TERMINATION EVENT OR POTENTIAL TERMINATION
EVENT HAS OCCURRED.
(D)
KEEPING OF RECORDS AND BOOKS OF ACCOUNT.
THE ORIGINATOR SHALL MAINTAIN AND IMPLEMENT ADMINISTRATIVE AND OPERATING
PROCEDURES (INCLUDING AN ABILITY TO RECREATE RECORDS EVIDENCING RECEIVABLES AND
RELATED CONTRACTS IN THE EVENT OF THE DESTRUCTION OF THE ORIGINALS THEREOF), AND
KEEP AND MAINTAIN, ALL DOCUMENTS, BOOKS, COMPUTER TAPES, DISKS, RECORDS AND
OTHER INFORMATION