购赠协议doc.docx

1、购赠协议docPurchase and Contribution Agreement购赠协议 - Section 5.01. Covenants of BBB. At all times during the term of this Agreement, unless the Buyer shall otherwise consent in writing: (a) Notice of Default, Event of Default, Servicer Default or Contract Termination. Promptly upon becoming aware of any

2、 Default, Event of Default or Servicer Default and promptly upon receipt (or delivery) by BBB of a written notice of intent to terminate any Contract or a notice of breach or default under a Contract, BBB shall give the Buyer notice thereof (and, if applicable, a copy thereof), together with a writt

3、en statement of a Responsible Officer setting forth the material details thereof and any action with respect thereto taken or contemplated to be taken by BBB. (b) Notice of Material Adverse Change. Promptly upon becoming aware thereof, BBB shall give the Buyer notice of any material adverse change i

4、n the business, operations, or financial condition of BBB which reasonably could affect adversely BBBs ability to fulfill its obligations under this Agreement or any other Facility Document to which it is a party. (c) Preservation of Corporate Existence. BBB shall preserve and maintain its corporate

5、 existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would ma

6、terially adversely affect (i) the interests of the Buyer hereunder or (ii) the ability of BBB to perform its obligations under this Agreement. (d) Compliance with Laws. BBB will comply in all material respects with all applicable Laws except where the failure to comply could not reasonably be expect

7、ed to have a material adverse effect on the Buyers rights and interest in and with respect to the Receivables or the ability of BBB to perform its obligations under this Agreement or the other Facility Documents to which it is a party. (e) Enforceability of Obligations. BBB shall take such actions a

8、s are commercially reasonable and within its power to collect the unpaid balance of each Receivable and to ensure that the obligation of the related Obligor to pay the unpaid balance of such Receivable in accordance with the terms thereof remains a legal, valid, binding and enforceable obligation of

9、 such Obligor. (f) Systems Failure. BBB shall promptly notify the Buyer of any total systems failure for more than one Business Day with respect to itself and shall advise the Buyer of the estimated time required to remedy such total systems failure. Until such a total systems failure is remedied, B

10、BB (i) will furnish to the Buyer such periodic status reports and other information relating to such total systems failure as the Buyer may reasonably request and (ii) will promptly notify the Buyer if BBB believes that such total systems failure cannot be remedied by the estimated date, which notic

11、e shall include a description of the circumstances which gave rise to such delay and the action proposed to be taken in response thereto. BBB shall promptly notify the Buyer when such a total systems failure has been remedied. (g) Books and Records. BBB will keep proper books of record and account i

12、n which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. (h) Fulfillment of Obligations. BBB will duly observe and perform all material obligations and undertakings on its part to be observed and performed under or in connectio

13、n with the Receivables, will duly observe and perform all material provisions, covenants and other agreements required to be observed by it under the Contracts to the extent relating to any Receivable, will do nothing to impair the rights, title and interest of the Buyer in and to the Transferred As

14、sets except as expressly permitted hereunder and will pay when due any taxes, including without limitation any sales tax, excise tax or other similar tax or charge, payable in connection with such Receivables and their creation and satisfaction or will properly contest the payment of any such tax in

15、 good faith and before a court or administrative body of appropriate jurisdiction. (i) Notice of Relocation. BBB shall give the Buyer 15 days prior written notice of any relocation of its chief executive office or jurisdiction of incorporation. BBB will at all times maintain at its chief executive o

16、ffice an office where notices, demands and presentations in respect of this Agreement may be given to or made upon it. (j) Compliance with Opinion Assumptions and Limited Liability Company Agreement. BBB shall maintain in place all policies and procedures, and take and continue to take all actions,

17、described in the assumptions as to facts set forth in, and forming the basis of, the bankruptcy opinion delivered to the Buyer pursuant to Section 4.01(h) hereof, and cause the Buyer to comply with, the provisions of the Buyers limited liability company agreement, as the same may, from time to time,

18、 be amended, supplemented or otherwise modified with the prior written consent of the Lender (which consent shall not be unreasonably withheld or delayed). (k) Administrative and Operating Procedures. BBB shall maintain and implement commercially reasonable administrative and operating procedures ne

19、cessary for the collection of all Receivables (including, without limitation, Records adequate to permit the identification of all Related Security and Collections of and adjustments to each Receivable). (l) Litigation. As soon as possible, and in any event within ten Business Days of BBBs knowledge

20、 thereof, BBB shall give the Buyer notice of (i) any litigation, investigation or proceeding against BBB or any of its Affiliates which may exist at any time which, in the reasonable judgment of BBB, could reasonably be expected to impair the ability of BBB to perform its obligations under this Agre

21、ement or materially adversely affect the collectibility of the Receivables as a whole and (ii) any material adverse development in any such previously disclosed litigation. (m) Fees, Taxes and Expenses. BBB shall pay all filing fees, stamp taxes and other similar documentary or excise taxes and expe

22、nses, including the fees and expenses set forth this Agreement, if any, which may be incurred on account of or arise out of this Agreement and the documents and transactions entered into pursuant to this Agreement. (n) ERISA Events. (i) Promptly upon becoming aware of the occurrence of any ERISA Eve

23、nt which together with all other ERISA Events occurring within the prior 12 months involve, under ERISA, a payment of money by or a potential aggregate liability of BBB or any ERISA Affiliate or any combination of such entities in excess of $5,000,000, BBB shall give the Buyer a written notice speci

24、fying the nature thereof, what action BBB or any ERISA Affiliate has taken and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto. (ii) Promptly upon receipt thereof, BBB shall furnish to the Buyer copies of (i) all n

25、otices received by BBB or any ERISA Affiliate of the PBGCs intent to terminate any Plan or to have a trustee appointed to administer any Plan; (ii) all notices received by BBB or any ERISA Affiliate from the sponsor of a Multiemployer Plan pursuant to Section 4202 of ERISA involving a withdrawal lia

26、bility being assessed against BBB or any ERISA Affiliate in excess of $,_; and (iii) all funding waiver requests filed by BBB or any ERISA Affiliate with the Internal Revenue Service with respect to any Plan, the accrued benefits of which exceed the present value of the plan assets as of the date th

27、e waiver request is filed by more than $,_, and all communications received by BBB or any ERISA Affiliate from the Internal Revenue Service with respect to any such funding waiver request. (o) Information. BBB shall furnish the following to the Buyer: (i) promptly after sending or filing thereof, co

28、pies of all reports which BBB sends to any of its public security holders, and copies of all reports on Form 10-K, Form 10-Q and Form 8-K (unless the Form 8-K is filed solely to file exhibits under Item 7 thereof) which BBB files with the SEC or any national securities exchange in the United States

29、of America; (ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year of BBB, a consolidated balance sheet of BBB and its Subsidiaries as of the end of such quarter and related statements of income and retained earnings and of cas

30、h flows of BBB and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, in each case, prepared in accordance with GAAP, certified by the chief financial officer or the chief accounting officer of the BBB; (iii) as soon as availabl

31、e and in any event within 90 days after the end of each Fiscal Year of BBB, a consolidated balance sheet of BBB and its Subsidiaries as of the end of such Fiscal Year and related statements of income and retained earnings and cash flows of BBB and its Subsidiaries for such Fiscal Year, audited by Pr

32、icewaterhouseCoopers, LLC, independent accountants, or another nationally recognized firm of independent accountants, in each case, prepared in accordance with GAAP, certified by the chief financial officer or the chief accounting officer of BBB; (iv) such other information, documents, records or reports respecting the Receivables and the Related Security or the condition or operations, financial or otherwise, of BBB as the Buyer may from time to time reasonably request. (p) Receivables Schedules; Obligor List. BBB shall at all times maintain a curren