Compliance with Laws and Other Obligations, Preservation of Corporate or Trust Existence Clause Samples

Compliance with Laws and Other Obligations, Preservation of Corporate or Trust Existence. Each of the Issuer, the Transferor and the Servicer, as applicable, will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate or trust existence, rights, franchises, qualifications and privileges, except to the extent that failure to do so could not reasonably be expected (i) to have a Material Adverse Effect on the Issuer, the Transferor or the Servicer, as applicable, or on the transaction documented under this Agreement, or (ii) have an Adverse Effect. The Transferor and the Issuer will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to the Accounts or any part thereof, provided, however, that the Issuer and the Transferor may contest any act, rule, regulation, order, decree or direction in any reasonable manner which will not materially and adversely affect the rights of the Indenture Trustee in the Receivables or the collectability of the Receivables. Each of the Issuer, the Transferor and the Servicer shall (A) pay all Taxes, assessments, fees, governmental charges, claims for labor, supplies, rent and all other obligations or liabilities of any kind for which it is liable when due and payable, except liabilities being contested in good faith and against which adequate reserves have been established in accordance with GAAP consistently applied and (B) properly file all reports required to be filed by it with any Governmental Authority, except under clause (B) where the failure to file could not reasonably be expected to be, have or result in a Material Adverse Effect on such Person.