Receivables Purchase Agreement 买卖合同 -
Covenants of the Seller, Sub-Servicers and the ServicerUntil the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding and the date all other amounts (other than in respect of unasserted indemnity claims) owed by the Seller under the Agreement or the Parallel Asset Purchase Agreement to the Issuer, the Administrator, the Parallel Purchase Administrator, any Parallel Purchaser and any PPA-Related Person or other Indemnified Party or Affected Person shall be paid in full (such latest date being referred to as the Final Payout Date ), each of the Seller, the Servicer and the Sub-Servicers covenants and agrees, with respect to itself, unless otherwise indicated, as follows: ?
?(a) Compliance with Laws, Etc It shall comply in all material respects with all applicable laws, rules, regulations and orders, and preserve and maintain its corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not materially adversely affect the collectibility of the Receivables or the enforceability of any
related Contract or its ability to perform its obligations under any related Contract or under the Agreement. ?
?(b) Offices, Records and Books of Account; Change of Name, Identity, Corporate Structure; EtcIn the case of the Seller, it ?
?(i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address set forth under its name on the signature page to the Agreement or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interests of the Administrator and the Issuer in the Receivables and related items (including without limitation the items described in Section 1.2(d)) have been taken and completed; and ?
?(ii) shall provide the Administrator with at least 30 days’ written notice prior to making any change in its name or making any other change in its identity or corporate structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement seriously misleading as such term is used in the UCC; each notice to the Administrator pursuant to this sentence shall
set forth the applicable change and the effective date thereof. ?
?Each of the Seller, Servicer, and the Sub-Servicers also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Receivables and related Contracts that it services in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of the Receivables IV that it services (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). ?
?(c) Performance and Compliance with Contracts and Credit and Collection Policy Each of the Servicer and the Sub-Servicers shall, at its expense, cause the Originator whose accounts it services to timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by such Originator under the Contracts related to the Pool Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract. ?
?(d) Ownership Interest, EtcIt shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable and perfected undivided ownership interest, to the extent of the Purchased Interest, in the Pool Receivables and the Related Assets with respect thereto, and a first priority perfected security interest in the items described in Section 1.2(d), in each case free and clear of any Adverse Claim, in favor of the Administrator and the Issuer, including, without limitation, filing UCC financing statements and taking such other action to perfect, protect or more fully evidence the interest of the Administrator and the Issuer under the Agreement as the Administrator or the Issuer, through the Administrator, may reasonably request. ?
?(e) Sales, Liens, Etc The Seller shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (except in favor of the Issuer and the Parallel Purchasers) upon or with respect to, any or all of its right, title or interest in, to or under, any item described in Section 1.2(d) including without limitation the Seller’s undivided interest in any Receivable, Related Security, or Collections, or upon or with respect to any account to which any Collections of any Pool Receivables are sent, or assign any right to receive income in respect of any items contemplated by this paragraph (e). ?
?(f) Extension or Amendment of Receivables Except as provided in Section 4.2(a) of the Agreement, it shall not extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable or amend, modify or waive any term or condition of any related Contract. ?
?(g) Change in Business or Credit and Collection PolicyIt shall not make any material change in the character of its business or in the Credit and Collection Policy, that would adversely affect the collectibility of the Receivables Pool or the enforceability of any related Contract or the ability of each Originator to perform its obligations under any related Contract or the ability of each Seller or the Servicer to perform its obligations under the Agreement without the prior written consent of the Administrator. ?
?(h) Audits It shall, from time to time during regular business hours with prior written notice to it as reasonably requested by the Administrator, permit the Administrator, or its agents or representatives, (i) to examine and make copies of and make abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under its control relating to Receivables and the Related Assets (including, without limitation, the related Contracts and any such books, records
and documents relating to the identification of Obligors and agings, charge-offs, offsets and delinquencies of Receivables), and (ii) to visit its IV offices and properties for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Receivables and the Related Assets or its performance hereunder or under the Contracts with any of its officers, employees, agents or contractors having knowledge of such matters. ?
?(i) Change in Lock-Box Banks, Lock-Box Accounts and Payment Instructions to Obligors It shall not add or terminate any bank as a Lock-Box Bank or any account as a Lock-Box Account from those listed in Schedule II to the Agreement, or make any change in its instructions to Obligors regarding payments to be made to any Lock-Box Account (or related post office box), unless the Administrator shall have consented thereto in writing and the Administrator shall have received copies of all agreements and documents (including without limitation Lock-Box Agreements) that it may request in connection therewith. ?
?(j) Deposits to Lock-Box Accounts Each of the Servicer and the Sub-Servicers shall (i) instruct the Obligors, whose accounts it services, to make payments of all Receivables only to one or more Lock-Box Accounts or to post office boxes which are covered by a Lock-Box Agreement and to which only Lock-Box Banks have
access, provided that, consistent with its efforts to maximize Collections and its month-end collection practices in effect as of the date of the Agreement, it may permit the Obligors, whose accounts it services, to make payments on Receivables directly to the applicable Originator so long as the Rated Long Term Debt of BBB is Investment Grade or otherwise with the prior written consent of the Administrator, (ii) instruct and cause the Lock-Box Bank, with whom it entered into a Lock-Box Agreement, to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis, and (iii) deposit, or cause to be deposited, any Collections of Pool Receivables received by it into Lock-Box Accounts not later than three Business Days after receipt thereof It will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections of Pool Receivables or interest accruing on amounts held in such accounts. ?
?(k) Marking of Records It shall, at its expense, mark its master data processing records relating to Pool Receivables and related Contracts, including with a legend evidencing that the undivided percentage ownership interests with regard to the Purchased Interest related to such Receivables and related Contracts have been sold in accordance with the Agreement. ?
?(l) Reporting Requirements Servicer shall provide to the Administrator (in multiple copies, if requested by the Administrator) the following: ?
?(i) as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of the Seller, the Servicer, and the Sub-Servicers, balance sheets of BBB, BBB _________ Corporation, BBB Technology, Inc., and the Seller and of BBB and its subsidiaries on a consolidated basis as of the end of such quarter, and statements of income and retained earnings of each of BBB, BBB _________ Corporation and BBB Technology, Inc., individually, and of BBB and its subsidiaries on a consolidated basis, for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of each of BBB _________ Corporation, BBB Technology, Inc., the Seller and BBB; ?
?(ii) as soon as available and in any event within 90 days after the end of each fiscal year of BBB, a copy of the annual report for such year for BBB and its subsidiaries, containing financial statements for such year audited by KPMG Peat Marwick or other independent certified public accountants of national reputation; ?
?(iii) as soon as available and in any event not later than the tenth calendar day of each month or, if such day is not a Business Day, the first Business Day thereafter, a Seller Report as of the previous Month-End Date; ?
?(iv) on the first Business Day of each calendar week, a report with respect to BBB’s, BBB Technology’s, and BBB _________’s accounts payable as of the last Business Day of the preceding week, in form and substance satisfactory to the Administrator, however, such report will not be required of BBB if the rating on its Rated Long Term Debt is Investment Grade; ?
?(v) as soon as possible and in any event within five days after the occurrence of each Termination Event or event which, with the giving of notice or lapse of time, or both, would constitute a Termination Event, a statement of the chief financial officer of the Servicer, the Seller, BBB _________ Corporation, or BBB Technology, Incsetting forth details of such Termination Event or event and the action that the Seller or BBB _________ Corporation, or BBB Technology, Inc. as the case may be, has taken and proposes to take with respect thereto; ?
?(vi) promptly after the sending or filing thereof, copies of all reports that the Servicer, the Seller, BBB _________ Corporation, or BBB Technology, Incor any of their respective subsidiaries sends to any of its security holders, and copies of all reports and registration statements that the Seller, BBB _________ Corporation, BBB, or BBB Technology, Inc., or any of their respective subsidiaries files with the Securities and Exchange Commission or any national securities exchange; ?
?(vii) promptly after the filing or receiving thereof, copies of all reports and notices that the Seller, BBB _________ Corporation, or BBB Technology, Inc., BBB or any Affiliate files under ERISA with the Internal Revenue Service or the FFF or the U.S Department of Labor or that the Seller, BBB _________ Corporation, or BBB Technology, Inc., BBB or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller, BBB _________ Corporation, BBB, or BBB Technology, Inc., or any Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on the Seller, BBB _________ Corporation, BBB and/or any such Affiliate in excess of $,_________; ?
?(viii) at least thirty days prior to any change in the Seller’s or an Originator’s name, or any other change requiring the amendment of UCC financing statements or the filing of new UCC financing statements in order to maintain the perfection and priority of the security interest granted pursuant to Section 1.2 of the Agreement, a notice setting forth such changes and the effective date thereof; ?
?(ix) such other information respecting the Receivables or the condition or operations, financial or otherwise, of the Seller, BBB _________ Corporation, or BBB Technology, Inc., BBB or any of their respective Affiliates as the Administrator may from time to time reasonably request; ?
?(x) promptly after the Seller or the Servicer obtains knowledge thereof, notice of any (a) litigation, investigation or proceeding which may exist at any time involving any BBB Party and any Governmental Authority which, if not cured or if adversely determined, as the case may be, would have a material adverse effect (i) on the business, operations, property or financial or other condition of BBB or any of its subsidiaries or (ii) upon the ability of BBB or any of its subsidiaries to pay any Indebtedness or (iii) upon the Receivables Pool or (iv) upon the Seller’s receipt of or right to receive Collections; or (b) litigation or proceeding adversely affecting any BBB Party or in which the amount involved is
$,_________ or more and not covered by insurance or in which injunctive or similar relief is sought or (c) litigation or proceeding relating to any Transaction Document; and ?
?(xi) promptly after the occurrence thereof, notice of a material adverse change in the business, operations, property or financial or other condition of the Seller or any other BBB Party. ?
?(m) General Restrictions On and after the Effective Date, ?
?(i) Restricted Paymentsthe Seller shall not (A) pay or declare any Dividend, (B) lend or advance any funds, or (C) repay any loans or advances to, for or from any BBB Party, or (D) make any payments in respect of the purchase price of Receivables and Related Assets under the Purchase and Sale Agreement, except in accordance with clause (o) of this Exhibit IV and this clause (m) Actions of the type described in the preceding sentence are herein collectively called Restricted Payments
?(ii) Types of Permitted Payments subject to the limitations set forth in clause (o) below, the Seller may declare and pay Dividends to any shareholder provided, that payment of such Dividends must comply
with applicable law; and provided, further, that Dividends may not be paid more frequently than permitted by applicable law; ?
?(iii) Additional Specific Restrictions the Seller may make Restricted Payments only out of Collections paid or released to the Seller pursuant to Sections 1.4(b)(ii) or 1.4(b)(iv) of the Agreement, from the proceeds of any Purchased Interest, from the original paid in capital of the Seller, or from other net income of the Seller; provided, however, that the Seller shall not pay, make or declare; ?
?(A) any Dividend if, after giving effect thereto, the Seller’s Tangible Net Worth would be less than $,_________; ?
?(B) any Restricted Payment if, after giving effect thereto, a Termination Event or Unmatured Termination Event shall have occurred and be continuing; or ?
?(C) any Restricted Payment if, after giving effect thereto, the Seller would not be Solvent. ?
?(n) ERISA Matters BBB shall notify the Administrator as soon as
is practicable and in any event not later than two Business Days after (i) the institution of any steps by it or any other Person to terminate any Pension Plan which is not fully funded, unless adequate reserves have been set aside for the funding thereof, (ii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that any BBB Party furnish a bond or other security to the FFF or such Pension Plan or (iv) the occurrence of any other event concerning any Pension Plan which is reasonably likely to result in a material adverse effect on the business, operations, property or financial or other condition of any BBB Party. ?
?(o) Mergers, Acquisitions, Sales, Investments, etcBBB shall cause the Seller not to: ?
?(i) be a party to any merger or consolidation, or directly or indirectly purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, ?
?(ii) sell, transfer, convey or lease any of its assets other than pursuant to or the Parallel Purchase Agreement or as expressly
permitted by this Agreement, or ?
?(iii) make, incur or suffer to exist any investment in, equity contribution to, loan or advance to, or payment obligation in respect of the deferred purchase price of property from, any other Person, except as expressly contemplated by this Agreement and, the Purchase and Sale Agreement and the Parallel Asset Purchase Agreement. ?
Receivables Purchase Agreement 买卖合同 -
SECTION 5.01. Affirmative Covenants of the Seller. The Seller hereby covenants that, until the termination of the Effective Period: ?
?(a) Compliance with Law. The Seller will comply in all material respects with all Requirements of Law applicable to it, its business and properties and the Receivables. ?
?(b) Preservation of Existence. (i) Except as otherwise permitted by subsection (ii) of this Section 5.01(b), the Seller will preserve and maintain its existence, rights, franchises and privileges in the State of _________(state), and qualify and remain qualified in each jurisdiction where the failure to maintain such qualification would materially and adversely affect (A) the interests of the Purchaser hereunder or in the Receivables, (B) the collectibility of any Receivable or (C) the ability of the Seller to perform its obligations hereunder in any material respects and (ii) the Seller shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person unless: (1) CCC is the direct or indirect owner of all of the issued and outstanding shares of the capital stock or partnership interests or other equity interests of the Person formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety; (2) the Person formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be, if the Seller is not the surviving entity, a corporation, limited partnership or limited liability company organized and existing under the laws of the United States of America or any State or the District of Columbia, and such corporation, limited partnership or limited liability company shall have expressly assumed, by an agreement supplemental hereto,
executed and delivered to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of every covenant and obligation of the Seller hereunder and under the other Transaction Documents; (3) the Seller shall have delivered to the Purchaser an Officer’s Certificate and an Opinion of Counsel each in form reasonably satisfactory to the Purchaser and stating that such consolidation, merger, conveyance or transfer complies with this Section 5.01(b) and (4) the Rating Agency Condition shall be satisfied. ?
?(c) Audits. At any time and from time to time during the Seller’s regular business hours and at the Seller’s expense, on reasonable prior notice and for a purpose reasonably related to this Agreement, the Seller shall, in response to any reasonable request of the Purchaser, permit the Purchaser, or its agents or representatives, (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes, microfiche and disks) in the possession or under the control of the Seller relating to the Receivables and the related Contracts and (ii) to visit the offices and properties of the Seller for the purpose of examining such materials and to discuss matters relating to the Receivables or the Seller’s performance hereunder with any of the officers or (after consultation with a Responsible Officer) employees of the Seller having knowledge thereof; provided, however, that, so long as no Termination Event, Partial Amortization Period or Cure
Period shall have occurred and be continuing, the Purchaser shall use its best efforts to coordinate the exercise of its rights under this Section 5.01(c) with the exercise of like rights of the Trustee and the Program Agent, and the rights of the Purchaser under this Section 5.01(c) shall be at the Seller’s expense only twice in any twelve-month period. ?
?(d) Keeping of Records and Books of Account. The Seller will maintain and implement administrative and operating procedures (including, without limitation, the ability to recreate records evidencing the Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of the Receivables (including, without limitation, records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). ?
?(e) Performance and Compliance with Receivables. The Seller will, at its expense, timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it hereunder, except where the failure to so perform or comply would not have a material adverse effect on the collectibility of the Receivables or the Seller’s ability to perform in all material respects
its obligations hereunder. ?
?(f) Location of Records. The Seller will keep its chief place of business and chief executive office and the office where it keeps the books, records and documents regarding the Receivables, at the address of the Seller specified in Section 8.09. ?
?(g) Credit Policy and Procedures Manual. The Seller will comply in all material respects with the Credit Policy and Procedures Manual in regard to the Receivables and the related Contracts. ?
?(h) Collections. The Seller will instruct all Obligors to cause all Collections of Receivables to be deposited directly to CCC Collection Accounts. ?
?(i) Protection of Purchaser’s Interest in Receivables. ?
?(i) The Seller will not create, permit or suffer to exist, and will take such actions as are necessary to remove, any Lien, claim or right in, to or on the Receivables conveyed hereunder, other than the Liens created hereby and by the Pooling and Servicing Agreement, and
will defend the right, title and interest of the Purchaser and the Trustee in and to the Receivables conveyed hereunder against any Liens thereon or the claims and demands of all persons whomsoever based on breaches of representations and warranties in this Agreement. ?
?(ii) The Seller will advise the Purchaser and the Trustee promptly, in reasonable detail, (A) of any Lien or claim asserted against any of the Receivables, other than the Liens created hereby and by the Pooling and Servicing Agreement, (B) of the occurrence of any breach by the Seller of any of its representations, warranties and covenants contained herein and (C) of the occurrence of any other event which in the case of clauses (A) or (B) would have a material adverse effect on the value of the Receivables. ?
?(iii) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Purchaser or which may be required by law to fully preserve and protect the interests of the Purchaser hereunder and of the Trustee under the Pooling and Servicing Agreement in and to the Receivables conveyed hereby. ?
?(iv) The Seller will not, without providing 45 days’ prior written
notice to the Purchaser and the Trustee and without filing such amendments to any previously filed financing statements as the Purchaser or the Trustee may reasonably require, (i) change the location of its chief executive office or the location of the office where the principal records relating to the Receivables are kept or (ii) change its name, identity or business structure in any manner which would, could or might make any financing statement or continuation statement filed by the Seller in accordance with this Agreement seriously misleading with the meaning of Section 9-402(7) of any applicable enactment of the UCC. ?
?(v) The Seller shall deliver to the Purchaser and the Trustee on or before April 30 of each year, beginning with _________,_________,_________(M/D/Y), an Opinion of Counsel to the Seller (who may be counsel employed by the Seller or an Affiliate of the Seller), dated as of a date subsequent to the end of the immediately preceding fiscal year, substantially to the effect that, in the opinion of such counsel, either (A) such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of financing statements, continuation statements or other instructions or documents as is necessary to continue the perfection of the interests of the Purchaser and the Trustee in and to the Receivables conveyed hereby (to the same extent as such interest was perfected on the Transfer Date with respect to the Receivables then owned by the Purchaser) and reciting
the details of such action or referring to prior Opinions of Counsel in which such details are given or (B) no such action is necessary to continue the perfection of such interests. ?
?(j) Separate Legal Existence. The Seller acknowledges that the Purchaser, the Trustee and the Certificateholders are entering into the agreements and consummating the transactions contemplated hereby and by the Pooling and Servicing Agreement in reliance on the identity of the Purchaser as a separate legal entity, and the rights and interests of such Persons would be prejudiced if this reliance were undermined. Accordingly, the Seller will take such steps as are necessary and within its control to maintain the Purchaser’s separate legal existence and identity and to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or any other subsidiary or Affiliate of the Seller. Such steps will include the following: ?
?(i) The Seller will conduct its business solely in its own legal name, and in such a separate manner so as not to mislead others with which it is dealing. ?
?(ii) The Seller will maintain its own separate business records, will maintain its own office with its own telephone number and will
observe all legal formalities in formation and management. ?
?(iii) All financial statements of the Seller and CCC will contain notes clearly indicating that all of the Purchaser’s assets are owned by the Purchaser, which is a separate legal entity. ?
?(iv) The Seller will maintain arm’s-length relationships with the Purchaser. Any transaction between the Purchaser and the Seller or any of its subsidiaries will, in the reasonable judgement of the Seller, be fair and equitable to the Purchaser and on terms which are at least as favorable as could be obtained from a Person which is not an Affiliate. ?
?(v) The Seller will not agree to be, or hold itself out to be, responsible for the debts of the Purchaser or the decisions or actions with respect to the daily business and affairs of the Purchaser, except that (A) pursuant to any Enhancement Agreement, the Seller may indemnify any Enhancement Provider (and related Persons) against losses caused by actions or omissions of the Seller and (B) the Seller may guarantee the Purchaser’s obligations to pay any premiums or commitment fees to an Enhancement Provider. ?
?(vi) The Seller will not cause the Purchaser to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Seller or any other subsidiary or Affiliate of the Seller. ?
?(k) Repurchase Obligation. In the event of any breach of the representation and warranty set forth in Section 4.01(t), if the Purchaser shall be obligated to repurchase Reconveyed Receivables pursuant to Section 2.04 of the Pooling and Servicing Agreement, the Seller shall repurchase from the Purchaser such Reconveyed Receivables and shall pay to the Purchaser on the Business Day preceding the day on which such repurchase of Reconveyed Receivables is to be made an amount equal to the purchase price for the Reconveyed Receivables paid by the Purchaser pursuant to the Pooling and Servicing Agreement, such payment, at the option of the Purchaser, to be made either in cash or through a reduction of the amount due under the Subordinated Note. The obligation of the Seller to repurchase the Reconveyed Receivables pursuant to this Section 5.01(k) shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this paragraph available to the Purchaser or the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any other Indemnified Party. Reconveyed Receivables which are repurchased pursuant to Section 2.04 of the Pooling and Servicing Agreement, together with any Collections
thereon, shall be promptly removed from the Trust. ?
?SECTION 5.02. Reporting Requirements of the Seller. The Seller hereby covenants that, until the termination of the Effective Period: ?
?(a) Termination Events. The Seller shall (i) within one Business Day after a Responsible Officer of the Seller obtains knowledge of the occurrence of any Termination Event or event which, with the giving of notice or lapse of time or both, would constitute a Termination Event, notify (either orally or in writing) the Purchaser of such occurrence; and (ii) as soon as possible and in any event within three Business Days after a Responsible Officer of the Seller obtains knowledge of the occurrence of any Termination Event or event which, with the giving of notice or lapse of time or both, would constitute a Termination Event, deliver to the Purchaser a statement of a Responsible Officer of the Seller setting forth details of such Termination Event or such event and the action that the Seller has taken and proposes to take with respect thereto. ?
?(b) Litigation. As soon as possible and in any event within 10 Business Days after a Responsible Officer of the Seller obtains knowledge thereof, the Seller shall notify the Purchaser of any litigation, investigation or proceeding which could reasonably be
expected to impair in any material respect the ability of the Seller to perform its obligations under this Agreement; and ?
?(c) Other Information. The Seller shall promptly deliver to the Purchaser such other information, documents, records or reports regardin...