SELECTION OF RECEIVABLES.
EACH RECEIVABLE
HAS BEEN RANDOMLY SELECTED FROM THE ORIGINATOR'S PORTFOLIO OF RECEIVABLES IN
ACCORDANCE WITH ITS NORMAL STANDARDS AND PROCEDURES USED FOR ALL OF ITS STANDARD
SECURITIZATION TRANSACTIONS AND NO SELECTION PROCEDURES ADVERSE TO THE
PURCHASERS OR THE INSURER HAVE BEEN EMPLOYED IN SUCH SELECTIONS.
IN ADDITION,
(I) THE DESIGNATION OF A PURCHASED RECEIVABLE AS A DESIGNATED RECEIVABLE OR A
NON-DESIGNATED RECEIVABLE AND (II) THE REPURCHASE OF ANY DESIGNATED RECEIVABLE
PURSUANT TO SECTION 8.02 SHALL BE DONE ON A BASIS WHICH IS NOT ADVERSE TO THE
PURCHASERS OR THE INSURER.
(Y)
HISTORIC LOSS DATA.
ATTACHED HERETO AS
EXHIBIT F IS A SUMMARY OF HISTORICAL STATIC LOSS DATA SUFFERED BY THE ORIGINATOR
AS A RESULT OF CHARGE-OFFS OF THE ORIGINATOR'S RECEIVABLES, WHICH SUMMARY IS
TRUE AND ACCURATE WITH RESPECT TO THE PERIODS DESCRIBED THEREIN AND DOES NOT
OMIT ANY INFORMATION NECESSARY TO MAKE SUCH SUMMARY NOT MISLEADING.
ARTICLE V
GENERAL COVENANTS
SECTION 5.01.
AFFIRMATIVE COVENANTS OF THE SELLER.
FROM THE INITIAL
RECEIVABLES PURCHASE DATE UNTIL THE COMBINED COLLECTION DATE, THE SELLER WILL,
UNLESS THE COLLATERAL AGENT SHALL OTHERWISE CONSENT IN WRITING:
(A)
COMPLIANCE WITH LAWS, ETC.
COMPLY IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS WITH
RESPECT TO IT, ITS BUSINESS AND PROPERTIES AND ALL RECEIVABLES AND RELATED
CONTRACTS.
(B)
PRESERVATION OF EXISTENCE.
PRESERVE AND
MAINTAIN ITS EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES AS A LIMITED LIABILITY
COMPANY IN THE JURISDICTION OF ITS ORGANIZATION, AND QUALIFY AND REMAIN
QUALIFIED IN GOOD STANDING AS A FOREIGN ENTITY IN EACH JURISDICTION EXCEPT WHERE
THE FAILURE TO PRESERVE AND MAINTAIN SUCH EXISTENCE, RIGHTS, FRANCHISES,
PRIVILEGES AND QUALIFICATIONS WOULD NOT MATERIALLY ADVERSELY AFFECT (I) THE
COLLECTIBILITY OF THE PURCHASED ASSETS, (II) THE COLLECTIBILITY OF ANY
RECEIVABLE, (III) THE BUSINESS, PROPERTIES, OPERATIONS, PROSPECTS, PROFITS OR
CONDITION (FINANCIAL OR OTHERWISE) OF THE SELLER OR (IV) THE ABILITY OF THE
SELLER TO PERFORM ITS OBLIGATIONS HEREUNDER AND UNDER THE OTHER FACILITY
DOCUMENTS TO WHICH IT IS A PARTY.
(C)
AUDITS.
AT ANY TIME AND FROM TIME TO TIME
UPON PRIOR WRITTEN NOTICE TO THE SELLER DURING REGULAR BUSINESS HOURS AND ON A
QUARTERLY BASIS IF REQUESTED, PERMIT THE COLLATERAL AGENT, ANY MANAGING AGENT,
OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES, (I) TO EXAMINE AND MAKE COPIES OF
AND ABSTRACTS FROM ALL RECORDS, AND (II) TO VISIT THE OFFICES AND PROPERTIES OF
THE SELLER FOR THE PURPOSE OF EXAMINING SUCH RECORDS, AND TO DISCUSS MATTERS
RELATING TO THE RECEIVABLES OR THE SELLER'S PERFORMANCE HEREUNDER WITH ANY OF
THE OFFICERS OR EMPLOYEES OF THE SELLER HAVING KNOWLEDGE OF SUCH MATTERS.
EACH
SUCH AUDIT SHALL BE AT THE SOLE EXPENSE OF THE SELLER (SUBJECT TO THE SELLER'S
RIGHT UNDER THE SALE AGREEMENT TO RECOVER SUCH EXPENSES FROM THE ORIGINATOR);
PROVIDED, THAT, SO LONG AS NO WIND-DOWN EVENT HAS OCCURRED DURING ANY CALENDAR
19
year, the annual audit expenses of any Purchaser during such year for which the
Seller is responsible hereunder shall not exceed $75,000 in the aggregate.
(D)
KEEPING OF RECORDS AND BOOKS OF