FISCAL YEAR, SPONSOR'S UNAUDITED CONSOLIDATED STATEMENTS
OF INCOME AND STATEMENTS OF CHANGES IN CASH FLOW FOR SUCH QUARTER AND BALANCE
SHEETS AS OF THE END OF SUCH QUARTER, IN EACH CASE PRESENTED FAIRLY IN
ACCORDANCE WITH GAAP AND CERTIFIED AS BEING TRUE AND CORRECT BY AN OFFICER'S
CERTIFICATE;
(II)
WITHIN 90 DAYS AFTER THE LAST DAY OF ITS FISCAL YEAR, SPONSOR'S
AUDITED CONSOLIDATED STATEMENTS OF INCOME AND STATEMENTS OF CHANGES IN CASH FLOW
FOR SUCH YEAR AND BALANCE SHEETS AS OF THE END OF SUCH YEAR, IN EACH CASE
PRESENTED FAIRLY IN ACCORDANCE WITH GAAP, AND ACCOMPANIED BY AN UNQUALIFIED
REPORT OF A NATIONALLY RECOGNIZED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM;
(III)
WITHIN 45 DAYS AFTER THE LAST DAY OF EACH CALENDAR QUARTER IN ANY
FISCAL YEAR, AN OFFICER'S CERTIFICATE FROM THE SELLER ADDRESSED TO BUYER
CERTIFYING THAT, AS OF SUCH CALENDAR MONTH, (X) SELLER IS IN COMPLIANCE WITH ALL
OF THE TERMS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT, AND (Y) NO EVENT OF
DEFAULT EXISTS; AND
(IV)
WITHIN 15 DAYS AFTER EACH MONTH END, A MONTHLY REPORTING PACKAGE
CONTAINING THE ITEMS IDENTIFIED ON EXHIBIT III ATTACHED HERETO, TOGETHER WITH
SUCH OTHER REPORTS AS THE BUYER MAY REASONABLY REQUEST.
(L)
SELLER SHALL AT ALL TIMES COMPLY IN ALL MATERIAL RESPECTS WITH
ALL LAWS, ORDINANCES, RULES AND REGULATIONS OF ANY FEDERAL, STATE, MUNICIPAL OR
OTHER PUBLIC AUTHORITY HAVING JURISDICTION OVER SELLER OR ANY OF ITS ASSETS AND
SELLER SHALL DO OR CAUSE TO BE DONE ALL THINGS REASONABLY NECESSARY TO PRESERVE
AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE, AND ALL LICENSES
MATERIAL TO ITS BUSINESS.
(M)
SELLER SHALL AT ALL TIMES KEEP PROPER BOOKS OF RECORDS AND ACCOUNTS
IN WHICH FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ITS TRANSACTIONS AND
SET ASIDE ON ITS BOOKS FROM ITS EARNINGS FOR EACH FISCAL YEAR ALL PROPER
RESERVES.
(N)
SELLER SHALL OBSERVE, PERFORM AND SATISFY ALL THE TERMS,
PROVISIONS, COVENANTS AND CONDITIONS REQUIRED TO BE OBSERVED, PERFORMED OR
SATISFIED BY IT, AND SHALL PAY WHEN DUE ALL COSTS,
30
FEES AND EXPENSES REQUIRED TO BE PAID BY IT, UNDER THE TRANSACTION DOCUMENTS.
SELLER SHALL PAY AND DISCHARGE ALL TAXES, LEVIES, LIENS AND OTHER CHARGES ON ITS
ASSETS AND ON THE COLLATERAL THAT, IN EACH CASE, IN ANY MANNER WOULD CREATE ANY
LIEN OR CHARGE UPON THE COLLATERAL, EXCEPT FOR ANY SUCH TAXES AS ARE BEING
APPROPRIATELY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN
ACCORDANCE WITH GAAP OR, IF APPLICABLE, APPROPRIATE ACCOUNTING REQUIREMENTS OF
THE SECURITIES AND EXCHANGE COMMISSION.
(O)
SELLER WILL MAINTAIN RECORDS WITH RESPECT TO THE COLLATERAL AND
THE CONDUCT AND OPERATION OF ITS BUSINESS WITH NO LESS A DEGREE OF PRUDENCE THAN
IF THE COLLATERAL WERE HELD BY SELLER FOR ITS OWN ACCOUNT AND WILL FURNISH
BUYER, UPON REASONABLE REQUEST BY BUYER OR ITS DESIGNATED REPRESENTATIVE, WITH
REASONABLE INFORMATION REASONABLY OBTAINABLE BY SELLER WITH RESPECT TO THE
COLLATERAL AND THE CONDUCT AND OPERATION OF