THE FIRST THREE QUARTERS OF EACH FISCAL
YEAR OF THE SELLER, BALANCE SHEETS OF THE SELLER AS OF THE END OF SUCH QUARTER,
AND (TO THE EXTENT AVAILABLE) STATEMENTS OF INCOME AND RETAINED EARNINGS OF THE
SELLER FOR THE PERIOD COMMENCING AT THE END OF THE PREVIOUS FISCAL YEAR AND
ENDING WITH THE END OF SUCH QUARTER, CERTIFIED BY THE CHIEF FINANCIAL OFFICER,
CHIEF ACCOUNTING OFFICER OR TREASURER OF THE SELLER;
(B)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN
105 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE SELLER, A COPY OF THE BALANCE
SHEET OF THE SELLER AS OF THE END OF SUCH YEAR AND THE RELATED STATEMENTS OF
INCOME AND RETAINED EARNINGS OF THE SELLER FOR SUCH YEAR EACH REPORTED ON BY
DELOITTE & TOUCHE LLP OR OTHER NATIONALLY RECOGNIZED INDEPENDENT PUBLIC
ACCOUNTANTS ACCEPTABLE TO EACH MANAGING AGENT;
(C)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF
(I) ALL ANNUAL AND QUARTERLY FINANCIAL STATEMENTS DELIVERED TO THE SELLER BY THE
ORIGINATOR PURSUANT TO THE SALE AGREEMENT AND (II) ALL OTHER REPORTS AND OTHER
WRITTEN INFORMATION NOT SPECIFIED ABOVE WHICH ARE REQUIRED TO BE DELIVERED BY
THE ORIGINATOR (INDIVIDUALLY, OR AS SERVICER) TO THE SELLER PURSUANT TO THE
TERMS OF THE SALE AGREEMENT;
24
(D)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN
FIVE BUSINESS DAYS AFTER THE OCCURRENCE OF EACH EVENT OF TERMINATION OR
WIND-DOWN EVENT OR EACH UNMATURED EVENT OF TERMINATION OR UNMATURED WIND-DOWN
EVENT, THE STATEMENT OF THE CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER OR
TREASURER OF THE SELLER SETTING FORTH DETAILS OF SUCH EVENT OF TERMINATION,
WIND-DOWN EVENT, UNMATURED EVENT OF TERMINATION OR UNMATURED WIND-DOWN EVENT AND
THE ACTION WHICH THE SELLER PROPOSES TO TAKE WITH RESPECT THERETO;
(E)
PROMPTLY AFTER THE FILING OR RECEIVING
THEREOF, COPIES OF ALL REPORTS AND NOTICES WITH RESPECT TO ANY REPORTABLE EVENT
DEFINED IN ARTICLE IV OF ERISA WHICH THE SELLER OR ANY AFFILIATE FILES UNDER
ERISA WITH THE IRS OR THE PBGC OR THE DOL OR WHICH THE SELLER RECEIVES FROM THE
PBGC;
(F)
ON OR BEFORE THE 19TH DAY OF EACH MONTH
(OR IF SUCH DAY IS NOT A BUSINESS DAY, THE IMMEDIATELY PRECEDING BUSINESS DAY),
(I) A COPY OF THE SETTLEMENT REPORT FOR THE MOST RECENT CALENDAR MONTH, WHICH
SHALL INCLUDE A SUMMARY OF THE PORTFOLIO OF INTEREST RATE HEDGES AS OF SUCH DAY
AND (II) A DATA FILE (TO BE DELIVERED ELECTRONICALLY) IN FORM AND SUBSTANCE
SUBSTANTIALLY SIMILAR TO EXHIBIT B; AND
(G)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION, DOCUMENTS, RECORDS OR REPORTS RESPECTING THE PURCHASED RECEIVABLES
OR THE CONDITIONS OR OPERATIONS, FINANCIAL OR OTHERWISE, OF THE SELLER AS ANY
MANAGING AGENT MAY FROM TIME TO TIME REASONABLY REQUEST IN ORDER TO PROTECT THE
INTERESTS OF SUCH MANAGING AGENT OR OF ANY RELATED PURCHASER UNDER OR AS
CONTEMPLATED BY THIS RECEIVABLES PURCHASE AGREEMENT.
SECTION 5.03.
NEGATIVE COVENANTS OF THE SELLER.
FROM THE INITIAL RECEIVABLES
PURCHASE DATE UNTIL THE COMBINED COLLECTION DATE, THE SELLER WILL NOT, WITHOUT
THE WRITTEN CONSENT