GUARANTEE COLLATERAL AGENT FOR THE BENEFIT OF THE
GUARANTEE SECURED PARTIES PURSUANT TO THE COLLATERAL AGREEMENT.
SUCH CAPITAL
STOCK IS VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE, AND THERE ARE NO OPTIONS,
WARRANTS OR OTHER RIGHTS TO ACQUIRE SECURITIES OF THE SELLER.
(V)
INVESTMENT COMPANY.
NO SELLER PARTY IS AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED FROM TIME TO TIME, OR ANY SUCCESSOR STATUTE.
(W)
TAXES.
EACH SELLER PARTY HAS FILED ALL
MATERIAL TAX RETURNS AND REPORTS REQUIRED BY LAW TO HAVE BEEN FILED BY IT AND
HAS PAID ALL TAXES AND GOVERNMENTAL CHARGES THEREBY SHOWN TO BE OWING, EXCEPT TO
THE EXTENT ANY FAILURE TO FILE SUCH RETURNS OR REPORTS OR PAY SUCH TAXES OR
CHARGES WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT.
23
(X)
RESTRICTIONS ON TRANSFERS.
NO CONTRACT
REQUIRES THE PRIOR WRITTEN CONSENT OF AN OBLIGOR OR CONTAINS ANY OTHER
RESTRICTION RELATING TO THE TRANSFER OR ASSIGNMENT OF RIGHTS OF PAYMENT UNDER
SUCH CONTRACT WHICH ARE LEGALLY ENFORCEABLE (OTHER THAN A CONSENT OR WAIVER OF
SUCH RESTRICTION THAT HAS BEEN OBTAINED PRIOR TO THE CLOSING DATE).
Article VII
General Covenants of Seller Parties
Section 7.1
Affirmative Covenants of Seller
Parties.
From the date hereof until the Final Payout Date, unless each Agent shall
otherwise consent in writing:
(A)
COMPLIANCE WITH LAWS, ETC
EACH SELLER
PARTY WILL COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, RULES,
REGULATIONS AND ORDERS, INCLUDING THOSE WITH RESPECT TO THE POOL RECEIVABLES AND
RELATED CONTRACTS, EXCEPT WHERE THE FAILURE TO SO COMPLY WOULD NOT INDIVIDUALLY
OR IN THE AGGREGATE HAVE A MATERIAL ADVERSE EFFECT.
(B)
PRESERVATION OF CORPORATE EXISTENCE.
EACH
SELLER PARTY WILL PRESERVE AND MAINTAIN ITS CORPORATE OR LIMITED LIABILITY
COMPANY EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES IN THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION, AND QUALIFY AND REMAIN QUALIFIED IN GOOD STANDING
AS A FOREIGN CORPORATION OR LIMITED LIABILITY COMPANY IN EACH JURISDICTION WHERE
THE FAILURE TO PRESERVE AND MAINTAIN SUCH EXISTENCE, RIGHTS, FRANCHISES,
PRIVILEGES AND QUALIFICATION WOULD HAVE A MATERIAL ADVERSE EFFECT.
(C)
AUDITS.
EACH SELLER PARTY WILL (I) AT ANY
TIME AND FROM TIME TO TIME UPON NOT LESS THAN FIVE (5) BUSINESS DAYS' NOTICE
(UNLESS A LIQUIDATION EVENT HAS OCCURRED AND IS CONTINUING (OR ANY PURCHASER
AGENT, ON THE RELATED PURCHASER'S BEHALF, BELIEVES IN GOOD FAITH THAT A
LIQUIDATION EVENT HAS OCCURRED AND IS CONTINUING), IN WHICH CASE NO SUCH NOTICE
SHALL BE REQUIRED) DURING REGULAR BUSINESS HOURS, PERMIT SUCH PURCHASER AGENT,
ON THE RELATED PURCHASER'S BEHALF, OR ANY OF ITS AGENTS OR REPRESENTATIVES, (A)
TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM ALL BOOKS, RECORDS AND
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, COMPUTER TAPES AND DISKS) IN THE
POSSESSION OR UNDER THE CONTROL OF SUCH SELLER PARTY RELATING TO POOL
RECEIVABLES, INCLUDING, WITHOUT LIMITATION, THE RELATED CONTRACTS AND PURCHASE
ORDERS AND OTHER AGREEMENTS, AND (B) TO VISIT THE OFFICES AND PROPERTIES OF SUCH
SELLER PARTY FOR THE PURPOSE OF EXAMINING SUCH MATERIALS DESCRIBED IN CLAUSE
(I)(A) NEXT ABOVE, AND