Common use of Covenants of the Company and the Master Servicer Clause in Contracts

Covenants of the Company and the Master Servicer. Each ------------------------------------------------ of the Company (solely with respect to clauses (a), (c), (d), (e) and (f) below) ----------- --- --- --- --- and the Master Servicer hereby agrees, in addition to its obligations under the Agreement and the Servicing Agreement, that: (a) it shall not terminate the Agreement unless in compliance with the terms of the Agreement and the Supplements relating to each Outstanding Series; (b) within 60 days of the date hereof, the Master Servicer will have taken all actions reasonably requested by the Liquidation Servicer in connection with, and to ensure completion of, each of the Master Servicer Site Review and the review of the Master Servicer's Standby Liquidation System; (c) it shall observe in all material respects each and every of its respective covenants (both affirmative and negative) contained in the Agreement, the Servicing Agreement, this Supplement and all other Transaction Documents to which it is a party; (d) it shall afford the Funding Agent or any representative of the Funding Agent access to all records relating to the Receivables at any reasonable time during regular business hours, upon reasonable prior notice (and without prior notice if a Series 2000-1 Early Amortization Event has occurred), for purposes of inspection and shall permit the Funding Agent or the Trustee or any representative of the Funding Agent to visit any of its offices or properties during regular business hours and as often as may reasonably be requested, subject to its normal security and confidentiality requirements and to discuss its business, operations, properties, financial and other conditions with its officers and employees and with its Independent Public Accountants; (e) it shall not take any action, nor shall it permit any Originator to take any action, requiring the satisfaction of the Rating Agency Condition pursuant to any Transaction Document without the prior written consent of the Series 2000-1 Majority Purchasers; and (f) it shall cooperate in good faith to allow the Trustee and the Liquidation Servicer to use its available facilities and expertise upon a Master Servicer termination or default.

Covenants of the Company and the Master Servicer. Each ------------------------------------------------ of the The Company (solely with respect to clauses (a), (c), (d), (e) and (f) below) ----------- --- --- --- --- and the Master Servicer hereby agreesagree, in addition to its their obligations under the Agreement and the Servicing Agreement, that: (a) it they shall not terminate the Agreement unless in compliance with the terms of the Agreement and the Supplements supplements relating to each Outstanding Series; (b) within 60 days they will (i) provide the Agent with evidence, satisfactory to the Agent, of (A) the date hereofestablishment of a disaster recovery plan, (B) the Master Servicer will have taken all actions establishment of computer back-up systems and (C) the operational readiness of an off-site disaster recovery facility and (ii) deliver to the Trustee executed copies of any 66 Series 1997-2 Supplement landlord waivers, in a form reasonably requested by acceptable to the Liquidation Servicer in connection withTrustee, and that may be necessary to ensure completion of, each grant to the Trustee access to any leased premises of the Master Servicer Site Review for which the Trustee may require access to perform the collection and administrative functions to be performed by the review of Trustee under the Master Servicer's Standby Liquidation SystemTransaction Documents; (c) it they shall observe in all material respects each and every of its their respective covenants (both affirmative and negative) contained in the Agreement, the Servicing Agreement, this Supplement and all other Transaction Documents to which it each is a party; (d) it they shall afford the Funding Agent or any representative of the Funding Agent access to all records relating to the Receivables at any reasonable time during regular business hours, upon reasonable prior notice (and without prior notice if a Series 2000-1 Early Amortization Event has occurred)notice, for purposes of inspection and shall permit the Funding Agent or the Trustee or any representative of the Funding Agent to visit any of its the Company's or the Master Servicer's, as the case may be, offices or properties during regular business hours and as often as may reasonably be requested, subject to its the Company's or the Master Servicer's, as the case may be, normal security and confidentiality requirements and to discuss its the business, operations, properties, financial and other conditions of the Company or the Master Servicer with its their respective officers and employees and with its their Independent Public Accountants;; provided that the Agent shall notify the Company or the Master Servicer, as the case may be, prior to any contact with such accountants and shall give the Company or the Master Servicer the opportunity to participate in such discussions; and (e) it they shall not take any actionwaive the provisions of subsections 7.01(d), nor shall it permit any Originator to take any action, requiring the satisfaction (e)(i) and (g) of the Rating Agency Condition pursuant to any Transaction Document Receivables Sale Agreement without the prior written consent of the Agent. Series 20001997-1 Majority Purchasers; and (f) it shall cooperate in good faith to allow the Trustee and the Liquidation Servicer to use its available facilities and expertise upon a Master Servicer termination or default.2 Supplement

Covenants of the Company and the Master Servicer. Each ------------------------------------------------ of the The Company (solely with respect to clauses (a), (c), (d), (e) and (f) below) ----------- --- --- --- --- and the Master Servicer each hereby agreesagree, in addition to its their obligations under the Agreement and the Servicing Agreement, that: (a) it they shall not terminate the Agreement unless in compliance with the terms of the Agreement and the Supplements supplements relating to each Outstanding Series; (b) within 60 days they will (i) provide the Trustee with evidence, satisfactory to the Trustee, of (A) the date hereofestablishment of a disaster recovery plan, (B) the Master Servicer will have taken all actions establishment of computer back-up systems and (C) the operational readiness of an off-site disaster recovery facility and (ii) deliver to the Trustee executed copies of any landlord waivers, in a form reasonably requested by acceptable to the Liquidation Servicer in connection withTrustee, and that may be necessary to ensure completion of, each grant to the Trustee access to any leased premises of the Master Servicer Site Review for which the Trustee may require access to perform the collection and administrative functions to be performed by the review of Trustee under the Master Servicer's Standby Liquidation SystemTransaction Documents; (c) for so long as any Term Certificates are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company will cause to be provided to any holder of Term Series 1997-1 Supplement 66 Certificates and any prospective purchaser of Term Certificates or an interest therein, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act; (d) they will not at any time participate in the listing of the Class C Certificates on an "established securities market" within the meaning of Section 7704(b)(1) of the Code; (e) the Company will not cooperate in any way to facilitate, and the Company will affirmatively take any reasonable action to prevent any of the following of which a Responsible Officer of the Company has actual knowledge, (i) the registration, listing or trading of the Class C Certificates on any national, foreign, regional, local or other stock exchange or PORTAL or (ii) the development or existence of an "over the counter" market for the Class C Certificates (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise); and (f) it shall observe in all material respects each and every of its respective covenants (both affirmative and negative) contained in the Agreement, the Servicing Agreement, this Supplement and all other Transaction Documents to which it is a party; (d) it shall afford the Funding Agent or any representative of the Funding Agent access to all records relating to the Receivables at any reasonable time during regular business hours, upon reasonable prior notice (and without prior notice if a Series 2000-1 Early Amortization Event has occurred), for purposes of inspection and shall permit the Funding Agent or the Trustee or any representative of the Funding Agent to visit any of its offices or properties during regular business hours and as often as may reasonably be requested, subject to its normal security and confidentiality requirements and to discuss its business, operations, properties, financial and other conditions with its officers and employees and with its Independent Public Accountants; (e) it shall not take any action, nor shall it permit any Originator to take any action, requiring the satisfaction of the Rating Agency Condition pursuant to any Transaction Document without the prior written consent of the Series 2000-1 Majority Purchasers; and (f) it shall cooperate in good faith to allow the Trustee and the Liquidation Servicer to use its available facilities and expertise upon a Master Servicer termination or default.