ENVIRONMENTAL LAWS);
(III)
MAINTAIN ALL LICENSES, PERMITS OR OTHER
APPROVALS NECESSARY FOR SUCH SELLER TO CONDUCT ITS BUSINESS AND TO PERFORM ITS
OBLIGATIONS UNDER THE REPURCHASE DOCUMENTS, AND SHALL CONDUCT ITS BUSINESS IN
ACCORDANCE WITH APPLICABLE LAW;
(IV)
KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN
WHICH COMPLETE ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED; AND
(V)
PERMIT REPRESENTATIVES OF THE BUYER, UPON
REASONABLE NOTICE (UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING, IN WHICH CASE, NO PRIOR NOTICE SHALL BE REQUIRED), DURING NORMAL
BUSINESS HOURS, TO EXAMINE, COPY AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS,
TO INSPECT ANY OF ITS PROPERTIES, AND TO DISCUSS ITS BUSINESS AND AFFAIRS WITH
ITS OFFICERS, ALL TO THE EXTENT REASONABLY REQUESTED BY THE BUYER.
(B)
TAXES, ETC.
THE SELLERS SHALL TIMELY FILE
ALL TAX RETURNS THAT ARE REQUIRED TO BE FILED BY THEM AND SHALL TIMELY PAY ALL
TAXES DUE, EXCEPT FOR ANY SUCH TAXES AS ARE BEING APPROPRIATELY CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT TO
WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED.
(C)
NOTICE OF PROCEEDINGS OR ADVERSE CHANGE.
THE SELLERS SHALL GIVE NOTICE TO THE BUYER IMMEDIATELY AFTER A RESPONSIBLE
OFFICER OF EITHER SELLER HAS ANY KNOWLEDGE OF:
(I)
THE OCCURRENCE OF ANY DEFAULT OR EVENT
OF DEFAULT OR TERMINATION EVENT;
(II)
ANY (A) DEFAULT OR EVENT OF DEFAULT UNDER
ANY INDEBTEDNESS OF EITHER SELLER IN AN AGGREGATE AMOUNT IN EXCESS OF $1,000,000
OR (B) LITIGATION, INVESTIGATION, REGULATORY ACTION OR PROCEEDING THAT IS
PENDING OR THREATENED BY OR AGAINST EITHER SELLER IN ANY FEDERAL OR STATE COURT
OR BEFORE ANY GOVERNMENTAL AUTHORITY WHICH, IF NOT CURED OR IF ADVERSELY
DETERMINED, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR
CONSTITUTE A DEFAULT OR EVENT OF DEFAULT, AND (C) ANY MATERIAL ADVERSE EFFECT
WITH RESPECT TO EITHER SELLER;
(III)
ANY LITIGATION OR PROCEEDING THAT IS PENDING
OR THREATENED AGAINST (A) EITHER SELLER IN WHICH THE AMOUNT INVOLVED EXCEEDS
$1,000,000 AND IS NOT COVERED BY INSURANCE, IN WHICH INJUNCTIVE OR SIMILAR
RELIEF IS SOUGHT, OR WHICH, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT AND (B) ANY LITIGATION OR PROCEEDING THAT IS PENDING OR
THREATENED IN CONNECTION WITH ANY OF THE REPURCHASE ASSETS, WHICH, IF ADVERSELY
DETERMINED, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(IV)
AND, AS SOON AS REASONABLY POSSIBLE, NOTICE OF
ANY OF THE FOLLOWING EVENTS:
39
(A)
A CHANGE IN THE INSURANCE COVERAGE OF EITHER
SELLER, WITH A COPY OF EVIDENCE OF SAME ATTACHED;
(B)
ANY MATERIAL ADVERSE CHANGE IN ACCOUNTING
POLICIES OR FINANCIAL REPORTING PRACTICES OF EITHER SELLER;
(C)
PROMPTLY UPON RECEIPT OF NOTICE OR KNOWLEDGE
OF ANY LIEN OR SECURITY INTEREST (OTHER THAN SECURITY INTERESTS CREATED HEREBY
OR UNDER ANY OTHER REPURCHASE DOCUMENT) ON, OR CLAIM ASSERTED AGAINST, ANY OF
THE REPURCHASE ASSETS; AND
(D)
ANY OTHER EVENT, CIRCUMSTANCE OR CONDITION
THAT HAS RESULTED, OR HAS A POSSIBILITY OF RESULTING, IN A MATERIAL ADVERSE
EFFECT; AND
(V)
PROMPTLY,