LICENSING, SECURITIES LAWS, MARGIN REGULATIONS,
TAXATION, ERISA AND LABOR MATTERS AND ENVIRONMENTAL LAWS AND ENVIRONMENTAL
PERMITS, EXCEPT WHERE THE FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT.
EACH ORIGINATOR SHALL PAY ALL CHARGES,
INCLUDING ANY STAMP DUTIES, WHICH MAY BE IMPOSED AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS, EXCEPT TO THE
EXTENT SUCH CHARGES ARE BEING CONTESTED IN ACCORDANCE WITH SECTION 4.01(M) OR
CONSTITUTE AN OBLIGATION SOLELY OF THE BORROWER.
(G)
MAINTENANCE OF EXISTENCE AND CONDUCT OF
BUSINESS.
EACH ORIGINATOR SHALL:
(I) DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE
AND ITS RIGHTS AND FRANCHISES; (II) ONLY ENGAGE IN BUSINESS OF THE TYPES
DESCRIBED ON SCHEDULE 4.02(G) AND REASONABLE EXTENSIONS THEREOF AND IN
ACCORDANCE WITH THE TERMS OF ITS CERTIFICATE OR ARTICLES OF INCORPORATION AND
BY-LAWS; (III) AT ALL TIMES MAINTAIN, PRESERVE AND PROTECT ALL OF ITS ASSETS AND
PROPERTIES WHICH ARE NECESSARY 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 IN EACH CASE, TO THE EXTENT THE FAILURE TO DO
SO COULD REASONABLY BE EXPECTED TO (I) MATERIALLY IMPAIR THE ABILITY OF SUCH
ORIGINATOR TO PERFORM ITS OBLIGATIONS UNDER THE RELATED DOCUMENTS,
(II) ADVERSELY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY RELATED DOCUMENT OR
THE RIGHTS AND REMEDIES OF THE BORROWER, THE LENDERS OR THE ADMINISTRATIVE AGENT
UNDER ANY RELATED DOCUMENT, (III) ADVERSELY AFFECT THE FEDERAL INCOME TAX
ATTRIBUTES OF THE SALE, CONTRIBUTION OR PLEDGE OF THE TRANSFERRED RECEIVABLES
PURSUANT TO ANY RELATED DOCUMENT OR (IV) AFFECT THE ENFORCEABILITY OR VALUE OF
THE TRANSFERRED RECEIVABLES (OR THE COLLECTIBILITY THEREOF), THE CONTRACTS
THEREFORE, THE BORROWER COLLATERAL (IN EACH CASE, TAKEN AS A WHOLE) OR THE
OWNERSHIP INTERESTS OR LIENS OF THE BORROWER OR THE LENDERS OR THE
ADMINISTRATIVE AGENT THEREON OR THE PRIORITY OF SUCH INTERESTS OR LIENS; AND
(IV) TRANSACT BUSINESS ONLY IN TRADE NAMES AND ITS LEGAL NAME AS OF THE
EFFECTIVE DATE OR, UPON 30 DAYS' PRIOR WRITTEN NOTICE TO BUYER, IN ANY OTHER
LEGAL NAME WITH RESPECT TO WHICH ALL ACTION REQUESTED BY BUYER PURSUANT TO
SECTION 6.13 SHALL HAVE BEEN TAKEN WITH RESPECT TO THE TRANSFERRED RECEIVABLES.
(H)
NOTICE OF MATERIAL EVENTS.
EACH ORIGINATOR
SHALL PROMPTLY INFORM BUYER IN WRITING OF THE OCCURRENCE OF ANY OF THE
FOLLOWING, IN EACH CASE SETTING FORTH THE DETAILS THEREOF,
15
ANY NOTICES OR OTHER CORRESPONDENCE RELATING THERETO, AND WHAT ACTION, IF ANY,
SUCH ORIGINATOR PROPOSES TO TAKE WITH RESPECT THERETO:
(I)
(A) ANY LITIGATION COMMENCED OR
THREATENED AGAINST HOLDINGS, ANY ORIGINATOR OR ANY OTHER SUBSIDIARY OF HOLDINGS
THAT (1) IS ASSERTED OR INSTITUTED AGAINST ANY PLAN, ITS