THE EFFECT
THAT SUCH FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY IN ACCORDANCE WITH
GAAP CONSISTENTLY APPLIED;
(II)
WITHIN SIXTY (60) DAYS AFTER THE END OF EACH OF THE FIRST THREE
FISCAL QUARTERS OF EACH FISCAL YEAR THE COMPANY'S UNAUDITED BALANCE SHEET AND
RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS FOR
61
THE PERIOD FROM THE BEGINNING OF SUCH FISCAL YEAR TO THE END OF SUCH QUARTER,
ALL CERTIFIED BY A RESPONSIBLE OFFICER OF THE COMPANY;
(III)
TOGETHER WITH THE FINANCIAL STATEMENTS REQUIRED PURSUANT TO
CLAUSES (I) AND (II) ABOVE, A COMPLIANCE CERTIFICATE SIGNED BY A RESPONSIBLE
OFFICER OF THE COMPANY STATING THAT (X) THE ATTACHED FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP AND ACCURATELY REFLECT THE FINANCIAL
CONDITION OF THE COMPANY AND (Y) TO THE BEST OF SUCH PERSON'S KNOWLEDGE, NO
EARLY AMORTIZATION EVENT OR POTENTIAL EARLY AMORTIZATION EVENT EXISTS, OR IF ANY
EARLY AMORTIZATION EVENT OR POTENTIAL EARLY AMORTIZATION EVENT EXISTS, STATING
THE NATURE AND STATUS THEREOF;
(IV)
PROMPTLY UPON THE FURNISHING THEREOF TO THE
SHAREHOLDERS OF THE COMPANY, COPIES OF ALL FINANCIAL STATEMENTS, FINANCIAL
REPORTS AND PROXY STATEMENTS SO FURNISHED;
(V)
PROMPTLY ALL INFORMATION, DOCUMENTS,
RECORDS, REPORTS, CERTIFICATES, OPINIONS AND NOTICES RECEIVED BY THE COMPANY
FROM AN ORIGINATOR UNDER ANY ORIGINATION AGREEMENT, AS THE TRUSTEE OR ANY
FUNDING AGENT MAY REASONABLY REQUEST; AND
(VI)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF THE COMPANY, OR COMPLIANCE WITH THE TERMS OF ANY TRANSACTION DOCUMENT, IN
EACH CASE AS ANY FUNDING AGENT OR THE TRUSTEE MAY REASONABLY REQUEST;
(J)
AFTER THE DATE HEREOF, NEITHER IT NOR THE CONTRIBUTOR SHALL, NOR
SHALL THEY PERMIT ANY OF THE OTHER APPROVED ORIGINATORS TO, GRANT, ANY LIEN OVER
THEIR ASSETS OR PROPERTIES, SECURING, OR EXTEND THE BENEFIT OF EXISTING SECURITY
TO BENEFICIARIES OF, A THRESHOLD AMOUNT OF INDEBTEDNESS, IN EACH CASE UNLESS THE
HOLDERS AND BENEFICIARIES OF SUCH SECURITY HAVE ENTERED INTO, OR WITHIN TWO
WEEKS AFTER SUCH LIEN IS GRANTED OR EXTENDED WILL ENTER, INTO AN INTERCREDITOR
AGREEMENT ON TERMS SUBSTANTIALLY EQUIVALENT TO THE INTERCREDITOR AGREEMENT WITH
SUCH APPROPRIATE MODIFICATIONS AS ARE NECESSARY TO REFLECT THE DIFFERENCES
BETWEEN THE OBLIGATIONS SECURED AND THE COLLATERAL PROVIDED IN RELATION THERETO,
AS REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT ACTING AT THE REQUEST OF
ALL THE FUNDING AGENTS OR CONSTITUTE MODIFICATIONS THAT ARE OTHERWISE REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT ACTING AT THE REQUEST OF ALL THE FUNDING
AGENTS (WHERE "THRESHOLD AMOUNT OF INDEBTEDNESS" MEANS INDEBTEDNESS, EXCLUDING
ANY INSURANCE PREMIUM FINANCINGS, CAPITAL LEASES, INDEBTEDNESS ASSUMED OR
INCURRED IN CONJUNCTION WITH ANY ACQUISITION WHERE THE LIENS ARE RELATED TO THE
ASSETS ACQUIRED,
OR INDEBTEDNESS RELATING TO PURCHASE MONEY SECURITY INTERESTS,
WHICH IS INCURRED AFTER THE DATE HEREOF AND WHICH CUMULATIVELY EXCEEDS (I) IN
THE CASE OF THE CONTRIBUTOR, $50,000,000 OR THE FOREIGN CURRENCY EQUIVALENT
THEREOF OR (II) IN THE CASE OF EACH OTHER APPROVED ORIGINATOR OR THE MASTER
SERVICER, $20,000,000 OR THE