ACCOUNT IN THE NAME OF THE
BUYER AND MAINTAINED AT BANK OF BOSTON.
THE SELLER SHALL, TO THE EXTENT
PERMITTED BY LAW, PAY TO THE BUYER INTEREST ON ALL AMOUNTS NOT PAID OR DEPOSITED
WHEN DUE HEREUNDER (WHETHER OWING BY THE SELLER INDIVIDUALLY OR AS SERVICER) AT
2% PER ANNUM ABOVE THE BASE RATE, PAYABLE ON DEMAND; PROVIDED, HOWEVER, THAT
SUCH INTEREST RATE SHALL NOT AT ANY TIME EXCEED THE MAXIMUM RATE PERMITTED BY
APPLICABLE LAW.
ALL COMPUTATIONS OF INTEREST AND OTHER FEES HEREUNDER SHALL BE
MADE ON THE BASIS OF A YEAR OF 360 DAYS FOR THE ACTUAL NUMBER OF DAYS (INCLUDING
THE FIRST BUT EXCLUDING THE LAST DAY) ELAPSED.
SECTION 2.07.
PERFECTION OF LIENS; FURTHER ASSURANCES.
UPON THE REQUEST OF THE
BUYER, THE SELLER SHALL, AT ITS EXPENSE, PROMPTLY EXECUTE AND DELIVER ALL
FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER ACTION (INCLUDING,
WITHOUT LIMITATION, THE EXECUTION AND FILING OF SUCH FINANCING OR CONTINUATION
STATEMENTS, OR AMENDMENTS THERETO OR ASSIGNMENTS THEREOF), THAT MAY BE NECESSARY
OR DESIRABLE, OR THAT THE BUYER MAY REQUEST, IN ORDER TO (I) PERFECT AND PROTECT
ANY SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED BY AN OBLIGOR UNDER ANY
CONTRACT AND (II) PERFECT AND PROTECT THE OWNERSHIP AND SECURITY INTERESTS
GRANTED OR PURPORTED TO BE GRANTED TO THE BUYER HEREUNDER OR (III) TO ENABLE THE
BUYER TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO
ANY TRANSFERRED ASSETS; PROVIDED THAT THE SELLER SHALL NOT BE
5
required to file financing statements or to maintain the effectiveness of
previously filed financing statements against any Obligor with respect to any
Receivables the Outstanding Balance of which originally is or has thereafter
been reduced below $5,000, respectively, so long as the aggregate Outstanding
Balance of Receivables for which no such financing statements are in effect at
any time remains less than 7.5% of the Discounted Eligible Receivables Balance
at such time; provided that such seven and one-half percent limitation shall not
apply from and after the Termination Date unless and to the extent that the
Buyer or the Collateral Agent on its behalf specifically requests otherwise.
ARTICLE III
CONDITIONS OF PURCHASES
SECTION 3.01.
CONDITIONS PRECEDENT TO INITIAL PURCHASE.
THE FIRST PURCHASE
HEREUNDER AFTER THE DATE HEREOF SHALL BE SUBJECT TO THE CONDITION PRECEDENT THAT
ALL CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THE RECEIVABLES PURCHASE
AGREEMENT SHALL BE SATISFIED AND THAT THE BUYER SHALL HAVE RECEIVED THE
FOLLOWING, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE BUYER
(A)
THIS SALE AGREEMENT EXECUTED BY THE BUYER AND THE SELLER;
(B)
A FULLY EXECUTED COPY OF THE RECEIVABLES PURCHASE AGREEMENT;
(C)
A COPY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE SELLER APPROVING
THIS SALE AGREEMENT AND THE OTHER FACILITY DOCUMENTS TO BE DELIVERED BY IT
HEREUNDER AND THE TRANSACTIONS CONTEMPLATED HEREBY, CERTIFIED BY ITS SECRETARY
OR ASSISTANT SECRETARY;
(D)
THE CERTIFICATE OF INCORPORATION OF THE SELLER CERTIFIED BY THE SECRETARY
OF STATE OF DELAWARE;
(E)
GOOD STANDING CERTIFICATES FOR THE SELLER ISSUED