WRITTEN
STATEMENT OF A RESPONSIBLE OFFICER SETTING FORTH THE DETAILS OF THE EVENT OR
DEVELOPMENT REQUIRING SUCH NOTICE AND ANY ACTION TAKEN OR PROPOSED TO BE TAKEN
WITH RESPECT THERETO.
EXISTENCE; CONDUCT OF BUSINESS.
THE SPONSOR WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO PRESERVE, RENEW
AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE AND ITS RESPECTIVE
RIGHTS, LICENSES, PERMITS, PRIVILEGES, FRANCHISES, PATENTS, COPYRIGHTS,
TRADEMARKS AND TRADE NAMES MATERIAL TO THE CONDUCT OF ITS BUSINESS AND WILL
CONTINUE TO ENGAGE IN THE SAME BUSINESS AS PRESENTLY CONDUCTED OR SUCH OTHER
BUSINESSES THAT ARE REASONABLY RELATED THERETO; PROVIDED, THAT NOTHING IN THIS
SECTION SHALL PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION
PERMITTED UNDER SECTION 8.3.
COMPLIANCE WITH LAWS, ETC. THE SPONSOR WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS AND REQUIREMENTS OF
ANY GOVERNMENTAL AUTHORITY APPLICABLE TO ITS PROPERTIES, EXCEPT WHERE THE
FAILURE TO DO SO, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
PAYMENT OF OBLIGATIONS.
THE SPONSOR WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO, PAY AND DISCHARGE AT OR BEFORE MATURITY, ALL OF ITS OBLIGATIONS
AND LIABILITIES (INCLUDING WITHOUT LIMITATION ALL TAX LIABILITIES AND CLAIMS
THAT COULD RESULT IN A STATUTORY LIEN) BEFORE THE SAME SHALL BECOME DELINQUENT
OR IN DEFAULT, EXCEPT WHERE (A) THE VALIDITY OR AMOUNT THEREOF IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (B) THE SPONSOR OR SUCH
SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN
ACCORDANCE WITH GAAP AND (C) THE FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST
COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
BOOKS AND RECORDS. THE SPONSOR WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO,
KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES
SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND
ACTIVITIES TO THE EXTENT NECESSARY TO PREPARE THE CONSOLIDATED FINANCIAL
STATEMENTS OF SPONSOR IN CONFORMITY WITH GAAP.
VISITATION, INSPECTION, ETC.
THE SPONSOR WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT ANY
REPRESENTATIVE OF THE SERVICER OR ANY PARTICIPANT, TO VISIT AND INSPECT ITS
PROPERTIES, TO EXAMINE ITS BOOKS AND RECORDS AND TO MAKE COPIES AND TAKE
EXTRACTS THEREFROM, AND TO DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS WITH ANY
OF ITS OFFICERS AND WITH ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ALL AT
SUCH REASONABLE TIMES AND AS OFTEN AS THE SERVICER OR ANY PARTICIPANT MAY
REASONABLY REQUEST AFTER REASONABLE PRIOR NOTICE TO THE SPONSOR; PROVIDED,
HOWEVER, IF A CREDIT EVENT
OR UNMATURED CREDIT EVENT HAS OCCURRED AND IS
CONTINUING, NO PRIOR NOTICE SHALL BE REQUIRED. ALL REASONABLE EXPENSES INCURRED
BY THE SERVICER AND, AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF A CREDIT EVENT, ANY PARTICIPANTS IN CONNECTION WITH ANY SUCH VISIT,
INSPECTION, AUDIT, EXAMINATION AND DISCUSSIONS SHALL BE BORNE BY