Common use of Affirmative Covenants of Buyer Clause in Contracts

Affirmative Covenants of Buyer. For so long as the Buyer has any --------------------------------- outstanding obligations under this Agreement, the Buyer will: (i) Punctually, in accordance with the terms hereof, pay or cause to be paid all sums required to be paid by the Buyer pursuant hereto. (ii) provide prompt written notice to the Seller of the occurrence of one or more events which constitute or which, with the giving of notice or the lapse of time or both, would constitute a (A) breach of any representation, warranty or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default or an Event of Mandatory Acceleration under the Buyer Note; (iii) pay and discharge at or before maturity, all of its material obligations and liabilities, including without limitation, tax liabilities, except where the same is contested in good faith by appropriate proceedings, and will maintain in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same; (iv) comply in all material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities, except where the necessity of complying therewith is being contested in good faith by appropriate proceedings; (v) maintain proper books and records of accounts, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and permit representatives of the Seller, at the Seller's expense, to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and representatives, all at such reasonable times as may be determined by the Seller; (vi) diligently protect the Buyer's rights in and to all intellectual property in which the Buyer has an interest, including without limitation, all intellectual property rights being acquired by the Buyer pursuant to this Agreement; and (vii) use its good faith efforts to promote, sell, market and distribute the Travel related software products so as to maximize amounts payable to the Seller pursuant to Section 2(c) hereof.

Affirmative Covenants of Buyer. For so long as With respect to the Buyer has any --------------------------------- outstanding obligations under this AgreementCompany, the Business, and the Assets, except as may be agreed in writing by Sellers and the Company, Buyer willeach shall at all times from the date hereof through the end of the Earn-Out Period: (ia) PunctuallyUse its best efforts to preserve and protect the goodwill, in accordance with rights, properties, assets and business organization of the terms hereof, pay or cause Company and to be paid all sums required to be paid by the Buyer pursuant hereto. (ii) provide prompt written notice to the Seller of prevent the occurrence of one any event or more events condition which constitute would have a material adverse effect on the Business, the Assets, or whichthe financial condition or results of operations of the Company; (b) Use its best efforts to preserve and protect the present goodwill and relationships of the Company with creditors, suppliers, customers, licensors, licensees, contractors, distributors, the U.S. Government, lessors and lessees and others having business relationships with it; (c) Maintain clear unencumbered title to the Units, the Company, the Business, and the Assets, with the giving exception of notice a first-lien-position security interest granted to Sellers, and a second- or the lapse of time third-lien-position security interest granted to a senior or bothmezzanine lender, would constitute a (A) breach of and maintain all tangible Assets in customary repair, order and condition, reasonable wear and tear, damage by fire and other casualty excepted, and promptly repair, restore or replace any representationAssets which are damaged or destroyed by fire or other casualty, warranty whether insured or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default or an Event of Mandatory Acceleration under the Buyer Noteuninsured; (iiid) pay and discharge at or before maturity, all of its material obligations and liabilities, including without limitation, tax liabilities, except where the same is contested in good faith by appropriate proceedings, and will maintain in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same; (iv) comply Comply in all material respects with all applicable federal, state, foreign and local laws, ordinances, rules, regulations rules and requirements of governmental authorities, except where the necessity of complying therewith is being contested in good faith by appropriate proceedingsregulations; (ve) maintain proper Maintain the books and records of accounts, Buyer and Company in which full, true the usual and correct entries shall be made of all dealings and transactions ordinary course consistent with past practices in relation such manner as is necessary to its business and activities and permit representatives ensure satisfaction of the Sellerrepresentations and warranties of Buyer as set forth in this Agreement and in a manner that fairly and accurately reflects its income, at the Seller's expenseexpenses, to visit assets, and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts liabilities in accordance with its officers, employees and representatives, all at such reasonable times as may be determined by the SellerTax Convention; (vif) diligently protect File all Tax Returns required to be filed and make timely payment of all Taxes shown to be due on such returns; (g) Promptly notify Sellers in writing of any adverse change in the Buyer's rights in Business, or any adverse change with respect to the relationships of Buyer and to all intellectual property in which the Buyer has an interestCompany and their employees or their creditors, including without limitationsuppliers, all intellectual property rights being acquired by the Buyer pursuant to this Agreementcustomers, subcontractors, licensors, licensees, lessors and lessees, and others having business relationships with them; and (viih) use its good faith efforts to promotePromptly notify Sellers in writing of the threat, sellinstitution or receipt by Buyer or Company of any claim, market and distribute the Travel related software products so as to maximize amounts payable to the Seller pursuant to Section 2(c) hereofaction, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance by or before any court or governmental or other regulatory or administrative agency.

Affirmative Covenants of Buyer. For so long Buyer hereby covenants, individually ----------- --------- -- ----- and in its capacity as a Sub-Servicer, that it will and will cause the Buyer has any --------------------------------- outstanding obligations under this Agreement, the Buyer willREC Subsidiaries to: (ia) Punctually, in accordance with the terms hereof, pay or cause to be paid all sums required to be paid by the Buyer pursuant hereto. (ii) provide prompt written notice to the Seller of the occurrence of one or more events which constitute or which, with the giving of notice or the lapse of time or both, would constitute a (A) breach of any representation, warranty or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default or an Event of Mandatory Acceleration under the Buyer Note; (iii) pay and discharge at or before maturity, all of its material obligations and liabilities, including without limitation, tax liabilities, except where the same is contested in good faith by appropriate proceedings, and will maintain in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same; (iv) comply Comply in all material respects with all applicable laws, ordinanceslaw, rules, regulations and requirements of governmental authorities, except where the necessity of complying therewith is being contested in good faith by appropriate proceedings;orders with respect to all Existing Receivables and Collections thereof. (vb) maintain proper books and records of accountsNotify the Special Purpose Purchaser, in which fullpromptly upon its knowledge thereof, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and permit representatives of the Sellerbreach by Buyer of any covenant, at term or agreement contained in this Agreement. (c) At any reasonable time during normal business hours, permit the Seller's expenseSpecial Purpose Purchaser, ASCC or CIBC or their respective agents or representatives to visit and inspect any of its properties, to examine and make abstracts from any copies of its books of account and other records and files relating to Existing Receivables (including, without limitation, computer tapes and disks) and to discuss the Existing Receivables and the performance by Buyer of its affairs, finances and accounts with its officers, employees and representatives, all at such reasonable times as may be determined by the Seller;obligations under this Agreement. (vid) diligently protect the Buyer's rights in Maintain and to all intellectual property in which the Buyer has an interestimplement administrative and operating procedures (including, including without limitation, an ability to recreate records evidencing Existing Receivables in the event of the destruction of the originals thereof), and keep and maintain all intellectual property rights being acquired records and other information, reasonably necessary or advisable for the collection of Existing Receivables (including, without limitation, records adequate to permit the daily identification of Collections and any adjustments to Existing Receivables). (e) At its expense timely and fully perform and comply in all material respects with all provisions and covenants required to be observed by Buyer under any Transferred Risk E&C Contracts (as defined in the Buyer pursuant Stock Purchase Agreement) relating to the Existing Receivables (provided that this covenant shall not impair Buyer's ability to amend or modify such contracts from time to time in accordance with Section 4.2(b)). (f) Comply in all material respects with the credit and collection policy currently in place with respect to each Existing Receivable and any contract related to such Existing Receivable (provided that this covenant shall not impair Buyer's ability to change such policies from time to time in accordance with Section 4.2(c)). (g) Upon request of the Special Purpose Purchaser, take all reasonably necessary action to maintain in favor of the Special Purpose Purchaser a valid and perfected first priority ownership interest in the Existing Receivables and the related Collections and the Collection Account with respect thereto, to the full extent contemplated herein, including, without limitation, taking such action to perfect, protect or more fully evidence the interest of the Special Purpose Purchaser hereunder as the Special Purpose Purchaser or its assignees may reasonably request. (h) Upon request of the Special Purpose Purchaser, instruct all Obligors of each REC Subsidiary to pay all Collections on the Existing Receivables directly to the applicable segregated Collection Account. Pursuant to Section 3.3 hereof and the Collection Account Agreement, the REC Subsidiaries have transferred and assigned to CIBC all of their right, title and interest in and to, and exclusive ownership, dominion and control (subject to the terms of this Agreement; and (vii) use its good faith efforts to promote, sell, market and distribute of the Travel related software products so as to maximize amounts payable to the Seller pursuant to Section 2(c) hereof.Collection Account of such

Affirmative Covenants of Buyer. For so long as the Buyer has any --------------------------------- outstanding obligations under this AgreementAgreement , the Buyer will: (i) Punctuallypunctually, in accordance with the terms hereofhereof , pay or cause to be paid all sums required to be paid by the Buyer pursuant hereto. (ii) provide prompt written notice to the Seller of the occurrence of one or more events which constitute or which, with the giving of notice or the lapse of time or both, would constitute a (A) breach of any representation, warranty or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default or an Event of Mandatory Acceleration under the Buyer Note; (iii) pay and discharge at or before maturity, all of its material obligations and liabilities, including without limitation, tax liabilities, except where the same is contested in good faith by appropriate proceedings, and will maintain in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same; (iv) comply in all material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities, except where the necessity of complying therewith is being contested in good faith by appropriate proceedings; (v) maintain proper books and records of accounts, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and permit representatives of the Seller, at the Seller's expense, to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and representatives, all at such reasonable times as may be determined by the Seller; (vi) diligently protect the Buyer's rights in and to all intellectual property in which the Buyer has an interest, including without limitation, all intellectual property rights being acquired by the Buyer pursuant to this Agreement; and (vii) use its good faith efforts to promote, sell, market and distribute the Travel related software products so as to maximize amounts payable to the Seller pursuant to Section 2(c) hereof.