PARTICIPATED IN THE REMOVAL OR CONCEALING OF ASSETS
OF ANY TRANSACTION PARTY OR ANY PERSON ENTITY, NOR WILL ANY OF THEM DO SO IN THE
FUTURE.
THE TRANSFERS CONTEMPLATED BY THIS AGREEMENT ARE BEING UNDERTAKEN IN
GOOD FAITH BY EACH TRANSACTION PARTY FOR BONA FIDE BUSINESS PURPOSES.
(CC)
CONDITIONS.
UPON ANY ACCEPTANCE OR
CONTRIBUTION, TITLE TO THE TRANSFERRED RECEIVABLES SOLD OR CONTRIBUTED
HEREUNDER, THE FOLLOWING ARE STATEMENTS ARE TRUE:
(I)
THE REPRESENTATIONS AND WARRANTIES OF
EACH ORIGINATOR CONTAINED HEREIN OR IN ANY OTHER RELATED DOCUMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS UNLESS PREVIOUSLY CURED PURSUANT TO
SECTION 4.04 HEREOF (WITHOUT DUPLICATION OF ANY MATERIALITY QUALIFIER CONTAINED
THEREIN) AS OF SUCH TRANSFER DATE, BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH
TRANSFER AND TO THE APPLICATION OF THE SALE PRICE THEREFOR, EXCEPT TO THE EXTENT
THAT ANY SUCH REPRESENTATION OR WARRANTY EXPRESSLY RELATES TO AN EARLIER DATE
AND EXCEPT FOR CHANGES THEREIN EXPRESSLY PERMITTED BY THIS AGREEMENT;
(II)
EACH ORIGINATOR IS IN COMPLIANCE WITH EACH
OF ITS COVENANTS AND OTHER AGREEMENTS SET FORTH HEREIN OR IN ANY OTHER RELATED
DOCUMENT; AND
12
(III)
EACH ORIGINATOR HAS SUCH OTHER ACTION,
INCLUDING DELIVERY OF APPROVALS, CONSENTS, OPINIONS, DOCUMENTS AND INSTRUMENTS
TO BUYER AS BUYER HAS REASONABLY REQUESTED.
The representations and warranties described in this Section 4.01 shall survive
the Transfer of the Transferred Receivables to Buyer, any subsequent assignment
of the Transferred Receivables by Buyer, and the termination of this Agreement
and the other Related Documents and shall continue until the indefeasible
payment in full of all Transferred Receivables.
SECTION 4.02.
AFFIRMATIVE COVENANTS OF THE ORIGINATORS.
EACH ORIGINATOR
COVENANTS AND AGREES THAT, UNLESS OTHERWISE CONSENTED TO BY BUYER AND THE
ADMINISTRATIVE AGENT, FROM AND AFTER THE EFFECTIVE DATE AND UNTIL THE
TERMINATION DATE:
(A)
OFFICES AND RECORDS.
EACH ORIGINATOR SHALL
MAINTAIN ITS JURISDICTION OF ORGANIZATION, PRINCIPAL PLACE OF BUSINESS AND CHIEF
EXECUTIVE OFFICE AND THE OFFICE AT WHICH IT KEEPS ITS RECORDS AT THE RESPECTIVE
LOCATIONS SPECIFIED IN SCHEDULE 4.01(B) OR, UPON 30 DAYS' PRIOR WRITTEN NOTICE
TO BUYER AND THE ADMINISTRATIVE AGENT, AT SUCH OTHER LOCATION IN A JURISDICTION
WHERE ALL ACTION REQUESTED BY BUYER, ANY LENDER OR THE ADMINISTRATIVE AGENT
PURSUANT TO SECTION 6.13 SHALL HAVE BEEN TAKEN WITH RESPECT TO THE TRANSFERRED
RECEIVABLES.
EACH ORIGINATOR SHALL AT ITS OWN COST AND EXPENSE, FOR NOT LESS
THAN THREE YEARS FROM THE DATE ON WHICH EACH TRANSFERRED RECEIVABLE WAS
ORIGINATED, OR FOR SUCH LONGER PERIOD AS MAY BE REQUIRED BY LAW, MAINTAIN
ADEQUATE RECORDS WITH RESPECT TO SUCH TRANSFERRED RECEIVABLE, INCLUDING RECORDS
OF ALL PAYMENTS RECEIVED, CREDITS GRANTED AND MERCHANDISE RETURNED WITH RESPECT
THERETO.
UPON THE REQUEST OF BUYER, EACH ORIGINATOR SHALL (I) MARK EACH
CONTRACT (OTHER THAN INVOICES) WHICH CONSTITUTES "CHATTEL PAPER" UNDER THE UCC
AND EVIDENCES A TRANSFERRED RECEIVABLE WITH A LEGEND, ACCEPTABLE TO BUYER,
EVIDENCING THAT BUYER HAS PURCHASED SUCH TRANSFERRED RECEIVABLE AND THAT THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, HAS A SECURITY INTEREST IN
AND LIEN THEREON, AND (II) MARK ITS COMPUTER