giving of any notice pursuant to Section 2.03, 2.06 or 2.07, as applicable,
shall constitute a representation and warranty by the Co-Issuers and the
Servicer that all conditions precedent to such funding or provision have been
satisfied.
ARTICLE VIII
COVENANTS
SECTION 8.01
Covenants.
Each of the Co-Issuers, jointly and severally, and the
Servicer, severally, covenants and agrees that, until all Aggregate Unpaids have
been paid in full and all Commitments, the Swingline Commitment and the L/C
Commitment have been terminated, it will:
(A)
UNLESS WAIVED IN WRITING BY THE SERIES 2007-1 CONTROLLING PARTY IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE BASE INDENTURE, DULY AND TIMELY
PERFORM ALL OF ITS COVENANTS (BOTH AFFIRMATIVE AND NEGATIVE) AND OBLIGATIONS
UNDER EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY OTHER THAN THIS
AGREEMENT;
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(B)
NOT AMEND, MODIFY, WAIVE OR GIVE ANY APPROVAL, CONSENT OR
PERMISSION UNDER, ANY PROVISION OF THE BASE INDENTURE OR ANY OTHER TRANSACTION
DOCUMENT TO WHICH IT IS A PARTY UNLESS ANY SUCH AMENDMENT, MODIFICATION, WAIVER
OR OTHER ACTION IS IN WRITING AND MADE IN ACCORDANCE WITH THE TERMS OF THE BASE
INDENTURE OR SUCH OTHER TRANSACTION DOCUMENT, AS APPLICABLE;
(C)
REASONABLY CONCURRENTLY WITH THE TIME ANY REPORT, NOTICE OR OTHER
DOCUMENT IS PROVIDED TO THE RATING AGENCIES, THE SERIES 2007-1 CLASS A INSURER
AND/OR THE INDENTURE TRUSTEE, OR CAUSED TO BE PROVIDED, BY THE CO-ISSUERS OR THE
SERVICER UNDER THE BASE INDENTURE, OR UNDER THE SERIES 2007-1 SUPPLEMENT OR THIS
AGREEMENT, PROVIDE THE CLASS A-1 ADMINISTRATIVE AGENT (WHO SHALL PROVIDE A COPY
THEREOF TO THE LENDER PARTIES) WITH A COPY OF SUCH REPORT, NOTICE OR OTHER
DOCUMENT; PROVIDED, HOWEVER, THAT NEITHER THE SERVICER NOR THE CO-ISSUERS SHALL
HAVE ANY OBLIGATION UNDER THIS SECTION 8.01(C) TO DELIVER TO THE CLASS A-1
ADMINISTRATIVE AGENT COPIES OF ANY MONTHLY NOTEHOLDERS' REPORTS WHICH RELATE
SOLELY TO A SERIES OF NOTES OTHER THAN THE SERIES 2007-1 NOTES;
(D)
AT ANY TIME AND FROM TIME TO TIME, FOLLOWING REASONABLE PRIOR
NOTICE FROM THE CLASS A-1 ADMINISTRATIVE AGENT, AND DURING REGULAR BUSINESS
HOURS, PERMIT SUCH CLASS A-1 ADMINISTRATIVE AGENT, ANY FUNDING AGENT, THE
SWINGLINE LENDER OR THE L/C PROVIDER, OR ANY OF THEIR RESPECTIVE AGENTS,
REPRESENTATIVES OR PERMITTED ASSIGNS, AT THEIR OWN EXPENSE, ACCESS TO THE
OFFICES OF THE SERVICER, THE CO-ISSUERS AND THE GUARANTORS, (I) TO EXAMINE AND
MAKE COPIES OF AND ABSTRACTS FROM ALL DOCUMENTATION RELATING TO THE COLLATERAL
ON THE SAME TERMS AS ARE PROVIDED TO THE INDENTURE TRUSTEE UNDER
SECTION 7.13(B) OF THE BASE INDENTURE, AND (II) TO VISIT THE OFFICES AND
PROPERTIES OF THE SERVICER, THE CO-ISSUERS AND THE GUARANTORS FOR THE PURPOSE OF
EXAMINING SUCH MATERIALS DESCRIBED IN CLAUSE (I) IN THIS CLAUSE (D), AND TO
DISCUSS MATTERS RELATING TO THE COLLATERAL, OR THE ADMINISTRATION AND
PERFORMANCE OF THE BASE INDENTURE, THE SERIES 2007-1 SUPPLEMENT AND THE OTHER
TRANSACTION DOCUMENTS WITH ANY OF THE OFFICERS OR EMPLOYEES OF, THE SERVICER,
THE CO-ISSUERS AND/OR THE GUARANTORS, AS APPLICABLE, HAVING KNOWLEDGE OF SUCH
MATTERS; PROVIDED, HOWEVER, THAT THE CLASS