OF 1940, AS AMENDED.
(S)
TAXES.
SUCH SELLER HAS FILED OR CAUSED TO BE FILED ALL TAX
RETURNS AND REPORTS REQUIRED BY LAW TO HAVE BEEN FILED BY IT AND HAS PAID ALL
TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES THEREBY SHOWN TO BE OWING, EXCEPT
ANY SUCH TAXES, ASSESSMENTS OR CHARGES (I) THAT ARE BEING DILIGENTLY CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (II) FOR WHICH ADEQUATE RESERVES IN
ACCORDANCE WITH GAAP SHALL HAVE BEEN SET ASIDE ON ITS BOOKS AND (III) WITH
RESPECT TO WHICH NO ADVERSE CLAIM, EXCEPT PERMITTED ADVERSE CLAIMS, HAS BEEN
IMPOSED UPON ANY RECEIVABLES OR RELATED ASSETS.
ARTICLE VI
GENERAL COVENANTS OF THE SELLERS
SECTION 6.1
AFFIRMATIVE COVENANTS.
FROM THE FIRST ISSUANCE DATE
UNTIL THE FIRST DAY FOLLOWING THE PURCHASE TERMINATION DATE ON WHICH ALL
OBLIGATIONS OF THE SELLERS UNDER THE TRANSACTION DOCUMENTS SHALL HAVE BEEN
FINALLY AND FULLY PAID AND PERFORMED, UNLESS THE AGENT (ACTING THE DIRECTION OF
THE INSTRUCTING GROUP) (AS ASSIGNEE OF BUYER) SHALL OTHERWISE GIVE ITS PRIOR
WRITTEN CONSENT, EACH SELLER HEREBY AGREES THAT IT WILL PERFORM THE COVENANTS
AND AGREEMENTS SET FORTH IN THIS SECTION.
(A)
COMPLIANCE WITH LAWS, ETC.
THE SELLER WILL COMPLY, AND WILL CAUSE
EACH SUBSIDIARY TO COMPLY, WITH ALL LAWS, REGULATIONS, JUDGMENTS AND OTHER
DIRECTIONS OR ORDERS IMPOSED BY ANY GOVERNMENTAL AUTHORITY TO WHICH SUCH PERSON
OR ANY RECEIVABLE, OR COLLECTION MAY BE SUBJECT.
(B)
PRESERVATION OF CORPORATE EXISTENCE.
THE SELLER WILL PERFORM, AND
WILL CAUSE EACH SUBSIDIARY TO PERFORM, ALL ACTIONS NECESSARY TO REMAIN DULY
INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING IN ITS JURISDICTION OF
INCORPORATION AND TO MAINTAIN ALL REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN
EACH JURISDICTION IN WHICH IT CONDUCTS BUSINESS.
(C)
RECEIVABLES REVIEWS.
THE SELLER WILL FURNISH TO THE BUYER, THE
AGENT AND THE PURCHASERS SUCH INFORMATION CONCERNING THE RECEIVABLES AS THE
AGENT OR A PURCHASER MAY REASONABLY REQUEST AND AS MAY BE GENERATED BY THE THEN
EXISTING DATA PROCESSING CAPACITY OF THE SELLER. THE SELLER WILL PERMIT, AT ANY
TIME DURING REGULAR BUSINESS HOURS, THE AGENT OR ANY PURCHASER (OR ANY
REPRESENTATIVES THEREOF), ONCE PER YEAR OR AT ANY TIME AFTER THE OCCURRENCE OF A
TERMINATION EVENT (AT THE EXPENSE OF THE SELLER) OR AT ANY OTHER TIME (AT THE
EXPENSE OF THE AGENT OR SUCH PURCHASER (AS APPLICABLE)) (I) TO EXAMINE AND MAKE
COPIES OF ALL RECORDS, (II) TO VISIT THE OFFICES AND PROPERTIES OF THE SELLER
FOR THE PURPOSE OF EXAMINING THE RECORDS AND (III) TO DISCUSS MATTERS RELATING
HERETO WITH ANY OF THE SELLER'S OFFICERS, DIRECTORS, EMPLOYEES OR INDEPENDENT
15
PUBLIC ACCOUNTANTS HAVING KNOWLEDGE OF SUCH MATTERS. ONCE A YEAR, THE AGENT MAY
(AT THE EXPENSE OF THE SELLER) HAVE AN INDEPENDENT PUBLIC ACCOUNTING FIRM
CONDUCT AN AUDIT OF THE RECORDS OR MAKE TEST VERIFICATIONS OF THE RECEIVABLES
AND COLLECTIONS.
(D)
KEEPING OF RECORDS AND BOOKS OF ACCOUNT.
THE SELLER WILL HAVE AND
MAINTAIN (A) ADMINISTRATIVE AND OPERATING PROCEDURES INCLUDING AN ABILITY TO
RE-CREATE RECORDS IF ORIGINALS ARE DESTROYED), (B) ADEQUATE FACILITIES,
PERSONNEL AND EQUIPMENT AND