THE
COLLATERAL, AND
(B)
VISIT THE OFFICES AND PROPERTY OF THE ISSUER FOR THE PURPOSE OF
EXAMINING THE MATERIALS DESCRIBED IN CLAUSE (A) ABOVE.
Except as provided in Section 10.05 hereof, any information obtained by the
Class A Note Purchaser or the Purchaser's Agent pursuant to this Section 6.03
shall be held in confidence by the Class A Note Purchaser or Purchaser's Agent
unless such information (i) has become available to the public, (ii) is required
or requested by any Governmental Authority or in any court proceeding, or
(iii) is required by any Governmental Rule to be disclosed or otherwise made
available and, in the case of (ii) and (iii) such disclosure shall be only to
the extent required.
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SECTION 6.04.
SECURITY INTERESTS; FURTHER ASSURANCES.
THE ISSUER WILL TAKE ALL
ACTION NECESSARY TO MAINTAIN THE INDENTURE TRUSTEE'S FIRST PRIORITY PERFECTED
SECURITY INTEREST IN THE COLLATERAL.
SECTION 6.05.
COVENANTS.
THE ISSUER WILL DULY OBSERVE AND PERFORM EACH OF ITS
COVENANTS SET FORTH IN THE INDENTURE.
SECTION 6.06.
SECURITIES ACT.
THE ISSUER AGREES NOT TO SELL, OFFER FOR SALE OR
SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY (AS
DEFINED IN THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE SALE OF THE
CLASS A NOTE AND THE CLASS B NOTES IN A MANNER THAT WOULD REQUIRE THE
REGISTRATION UNDER THE SECURITIES ACT OF THE SALE TO THE CLASS A NOTE PURCHASER
AND THE CLASS B NOTE PURCHASERS OF THE CLASS A NOTE AND THE CLASS B NOTES,
RESPECTIVELY.
ARTICLE VII
MUTUAL COVENANTS AND AGREEMENTS
SECTION 7.01.
LEGAL CONDITIONS TO CLOSING.
THE CLASS A NOTE PURCHASER, THE
PURCHASER'S AGENT, THE ISSUER, AND THE SERVICER WILL TAKE ALL REASONABLE ACTIONS
NECESSARY TO COMPLY PROMPTLY WITH ALL LEGAL REQUIREMENTS WHICH MAY BE IMPOSED ON
ANY OF THEM WITH RESPECT TO THE CLOSING (INCLUDING SATISFACTION OF THE
CONDITIONS CONTAINED IN THIS CLASS A NOTE PURCHASE AGREEMENT), AND WILL PROMPTLY
COOPERATE WITH AND FURNISH INFORMATION TO ONE ANOTHER IN CONNECTION WITH ANY
SUCH LEGAL REQUIREMENTS.
THE CLASS A NOTE PURCHASER, THE PURCHASER'S AGENT, THE
ISSUER, AND THE SERVICER WILL TAKE ALL REASONABLE ACTION NECESSARY TO OBTAIN
(AND WILL COOPERATE WITH ONE ANOTHER IN OBTAINING) ANY CONSENT, AUTHORIZATION,
PERMIT, LICENSE, FRANCHISE, ORDER OR APPROVAL OF, OR ANY EXEMPTION BY, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON, REQUIRED TO BE OBTAINED OR MADE BY
IT IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS CLASS A NOTE
PURCHASE AGREEMENT.
SECTION 7.02.
EXPENSES AND FEES.
SUBJECT TO SECTION 10.10, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH
THE ENTERING INTO THIS CLASS A NOTE PURCHASE AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL
BE PAID BY THE ISSUER.
SECTION 7.03.
MUTUAL OBLIGATIONS.
ON AND AFTER THE DATE OF THIS CLASS A NOTE
PURCHASE AGREEMENT, THE CLASS A NOTE PURCHASER, THE PURCHASER'S AGENT, THE
ISSUER AND THE SERVICER WILL DO, EXECUTE AND PERFORM ALL SUCH OTHER ACTS, DEEDS
AND DOCUMENTS AS THE OTHER PARTY MAY FROM TIME TO