Common use of Existence, Etc Clause in Contracts

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing existence and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J H unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, including truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party party, the Pledge Agreement, if any, and each other agreement entered into with an Ownerthe Agency.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerparty.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing existence and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, including truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party party, the Pledge Agreement, if any, and each other agreement entered into with an Ownerthe Agency.

Existence, Etc. The Seller shallwill, and the Seller will cause the Servicer and the Guarantor to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (including, but not limited to, any FHA, VA or RHS licenses) or approvals (provided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in Prescribed Laws, all environmental laws, all laws with respect to unfair and deceptive lending practices and real estate settlement proceduresPredatory Lending Practices) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move change its chief executive office or chief operating office jurisdiction of organization from the addresses jurisdiction referred to in Exhibit J Section 6.11 unless it shall have provided Purchaser not less than the Buyer thirty (30) days days’ prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or maintained in respect of it;conformance with GAAP; and (f) keep in full force permit representatives of the Buyer, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary requested by the Buyer; provided that, prior to perform its obligations hereunder a Default or under Event of Default, Buyer shall provide not less than three (3) Business Days’ prior notice of any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownersuch examination.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, including truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; (h) maintain its status as a Xxxxxx Xxx issuer and as a HUD approved mortgagee/servicer; and (hi) comply with its obligations under the Transaction Documents to which it is a party party, the Pledge Agreement, if any, and each other agreement entered into with an Ownerthe Agency.

Existence, Etc. Each Seller shallParty will: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Mortgage LoansProgram Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in good standing under the laws of each state in which it conducts business or any Mortgaged Property is located; and (D) not change its tax identification number, fiscal year or method of accounting without the consent of Buyer; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 12(m) unless it shall have provided Purchaser not less than Buyer thirty (30) days prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fvi) keep in full force permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentBuyer; and (hvii) comply with its obligations under not directly or indirectly enter into any agreement that would be violated or breached by any Transaction or the Transaction Documents to which it is a party and each other agreement entered into with an Ownerperformance by such Seller Party of any Program Document.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing existence and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerparty.

Existence, Etc. Each Seller shallParty and Servicer will: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Mortgage LoansProgram Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in good standing under the laws of each state in which it conducts business or any Mortgaged Property is located; and (D) not change its tax identification number, fiscal year or method of accounting without the consent of Buyer; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 12(m) unless it shall have provided Purchaser not less than Buyer thirty (30) days prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fvi) keep in full force permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentBuyer; and (hvii) comply with its obligations under not directly or indirectly enter into any agreement that would be violated or breached by any Transaction or the Transaction Documents to which it is a party and each other agreement entered into with an Ownerperformance by such Seller Party or Servicer of any Program Document.

Existence, Etc. Seller Each Loan Party shall: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Schedule 6.10 unless it shall have provided Purchaser the Lender not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller Each Loan Party and its subsidiaries Subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of itit where the failure to file would reasonably be expected to have a Material Adverse Effect; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents;documents; and (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is in such manner that a party and each other agreement entered into with an OwnerMaterial Adverse Effect will not result.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, including truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; (h) maintain its status as a Xxxxxx Xxx issuer and as a HUD approved mortgagee/servicer; and (hi) comply with its obligations under the Transaction Documents to which it is a party party, and each other agreement entered into with an Ownerthe Agency.

Existence, Etc. Each of Seller shalland its Subsidiaries will: (ai) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (bii) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 12(l) unless it shall have provided Purchaser not less than thirty (30) Buyer 30 days prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; and (vi) permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default or Event of Termination, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, including truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party party, and each other agreement entered into with an Ownerthe Agency.

Existence, Etc. Seller shallThe Company will, and will cause each of its Material Domestic Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 8.02 shall prohibit any transaction expressly permitted under Section 8.04 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws (including, for the avoidance of doubt, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)), rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be is reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which which, in the opinion of the Company, adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fd) keep in full force and effect the provisions maintain all of its charter documentsProperties used or useful in its business in good working order and condition, by-lawsordinary wear and tear excepted, operating agreements provided that, nothing in this Section 8.02(d) shall prevent the Company or similar organizational documents any of its Material Domestic Subsidiaries from discontinuing such maintenance if such discontinuance is, in each case the judgment of the Company, desirable in the conduct of its business and the business of any of its Material Domestic Subsidiaries and not disadvantageous in any material respect to the Banks; and (e) subject to U.S. Government restrictions, permit representatives of any Bank or the Administrative Agent, during normal business hours and upon reasonable notice, to examine or inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably necessary to perform requested by such Bank or the Administrative Agent (as the case may be) so long as any such examination or inspection shall not unreasonably interfere with the operations of the Company and its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerMaterial Domestic Subsidiaries.

Existence, Etc. Seller shall: (a) preserve The Borrower is a Delaware statutory trust and will observe all procedures required by its trust agreement (or equivalent document) and the laws of its jurisdiction of formation. The Borrower will maintain its legal existence, existence in good standing and all under the laws of its material licenses jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign statutory trust in any other state in which it does business and in which it is required to service the Mortgage Loans;so qualify. (b) The Borrower will comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in all environmental laws, all laws with respect to unfair and deceptive lending practices and real estate settlement procedures) predatory lending practices), if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document;Borrower Material Adverse Effect. (c) keep adequate records and books of account, in which complete entries The Borrower will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses address referred to in Exhibit J Section 4.12 unless it shall have provided Purchaser not less than thirty (30) days the Agent 30 days’ prior written notice of such change;. The Borrower will not change its jurisdiction of organization from the jurisdiction referred to in Section 4.02. (ed) The Borrower will pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller . (e) The Borrower will permit representatives of the Agent, during normal business hours, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerAgent.

Existence, Etc. Seller shallEach of the Borrower and its Subsidiaries will: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.13 unless it shall have provided Purchaser not less than thirty (30) the Lender 30 days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;; and (f) keep in full force permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerLender.

Existence, Etc. Seller shallBorrower will: (a) preserve and maintain its legal existence, good standing ; (b) preserve and maintain all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (bc) comply with the requirements of all Applicable Laws, rules, regulations and orders applicable Requirements of Governmental Authorities Law (including, without limitation, truth the Truth in lending Lending Act, the Real Estate Settlement Procedures Act and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could would reasonably be reasonably likely expected (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (cd) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (de) not move its chief executive office or chief operating office from the addresses address referred to in Exhibit J Section 6.09 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.09 unless it shall have provided Purchaser not less than Lender thirty (30) days days’ prior written notice of such change; (ef) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force permit representatives of Lender, during normal business hours, to examine, copy and effect all agreements make extracts from its books and instruments by which it or records, to inspect any of its properties may be bound properties, and to discuss its business and affairs with its officers, all applicable decrees, orders and judgments, in each case to the extent reasonably necessary requested by Lender in writing and upon reasonable notice; (h) not take any action that would directly or indirectly impair or adversely affect Lender’s title to perform its obligations hereunder any Collateral; (i) not create, incur, assume or under suffer to exist any Indebtedness or other Transaction Documentobligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) to the extent the same would cause Borrower to violate the covenants contained in this Loan Agreement or Guarantor to violate the financial covenants contained in the Guaranty; (j) not permit a Change of Control; (k) not permit the organizational documents or organizational structure of Borrower to be amended; and (hl) comply with its obligations under not use any part of the proceeds of any Transaction Documents to hereunder for any purpose which it is a party and each other agreement entered into with an Ownerviolates, or would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Existence, Etc. Seller shallMCC will, and will cause each of its Restricted Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required and franchises, provided that nothing in this Section shall prohibit any transaction expressly permitted under Section 6.01, or prohibit the conversion of a Restricted Subsidiary from a corporation or partnership into a limited liability company, so long as, after giving effect to service such conversion, such Restricted Subsidiary shall have executed and delivered such instruments, and delivered such proof of corporate or other action and opinions of counsel, as the Mortgage LoansAdministrative Agent shall deem appropriate to confirm the obligations of such Restricted Subsidiary under the Security Documents; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller maintained in accordance with GAAP; (d) maintain all of its Properties used or useful in its business in good working order and its subsidiaries shall file on a timely basis all federalcondition, ordinary wear and material state tear excepted; (e) keep adequate records and local tax and information returnsbooks of account, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of itaccordance with generally accepted accounting principles consistently applied; (f) keep in full force permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents;the Administrative Agent (as the case may be); and (g) keep in full force and effect all agreements and instruments by which it not commingle its funds with those of Xxxxxxx or any other Subsidiary of Xxxxxxx (other than MCC and its properties may be bound Restricted Subsidiaries), or use its funds other than in the business conducted by MCC and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerRestricted Subsidiaries.

Existence, Etc. Seller shallEach Borrower Party will: (a1) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Facility Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Collateral or Lender’s interest therein, remain in good standing under the laws of each state in which it conducts business or the related Mortgaged Property of any Mortgage LoansLoan is located; and (D) not change its tax identification number, fiscal year or method of accounting without prior written notice to the Lender; (b2) comply with the requirements of and conduct its business in all Applicable Lawsmaterial respects in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d4) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.01(o) unless it shall have provided Purchaser not less than Lender thirty (30) days prior written notice of such change; (e5) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f6) keep in full force permit representatives of Lender, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from each Borrower Party or Subservicer’s books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentLender; and (h7) comply with its obligations under not directly or indirectly enter into any agreement that would be violated or breached by any Loan or the Transaction Documents to which it is a party and each other agreement entered into with an Ownerperformance by such Borrower Party of any Facility Document.

Existence, Etc. Seller shallEach of Borrower and its Subsidiaries will: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, franchises; (B) maintain all licenses required (including, but not limited to, any FHA, VA or RHS licenses), permits or other approvals necessary to service conduct its business and to perform its obligations under the Mortgage LoansFacility Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect, or would have a material adverse effect on the Pledged Servicing Rights or Lender’s interest therein, remain in good standing under the laws of each state in which it conducts business and (D) not change its tax identification number, fiscal year or method of accounting without prior written notice to the Lender; (bii) comply with the requirements of and conduct its business in accordance with all Applicable Laws, rules, regulations and orders Requirements of Governmental Authorities Law (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.01(o) unless it shall have provided Purchaser not less than thirty (30) Lender [***] days prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a Lien upon such properties or any part thereof, prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; and (vi) subject to the Freddie Mac Requirements, permit representatives of Lender, during normal business hours upon [***] Business Days’ prior written notice at a mutually desirable time, or at any time with prior notice during the continuance of an Event of Default, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalor Subservicer’s books and records in its possession, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case related to the extent reasonably necessary Pledged Servicing Rights related to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerLoans hereunder.

Existence, Etc. Each Seller shallEntity will: (a1) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (b2) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d4) not move (i) cause or permit any change to be made in its chief executive office name, organizational identification number, identity or chief operating office from the addresses referred to corporate structure, each as described in Exhibit J Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Purchaser not less than Buyer thirty (30) days days' prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (e5) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. Seller shallEach Fund will: (a) preserve and maintain its legal existence, good standing existence and all of its (and each Borrower's) material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities (including, without limitation, truth in lending the Investment Company Act and real estate settlement proceduresall rules and regulations promulgated thereunder, and Regulations U and X and other applicable regulations of the Board of Governors of the Federal Reserve System) if failure to comply with such requirements could reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge discharge, on its own behalf and on behalf of each Borrower, all material taxes, assessments and governmental charges or levies imposed on the income, profits or Property of it or its income or profits or on any of its property such Borrower prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) pay and discharge, on its subsidiaries shall file own behalf and on the behalf of each Borrower, at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Borrower, as the case may be, or (ii) the lack of timely payment thereof could not reasonably be expected to have a timely basis all federalMaterial Adverse Effect; (e) preserve and maintain its status as a registered, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;open-end management investment company under the Investment Company Act, (f) keep in full force maintain at all times its current primary custodians responsible for the safekeeping of portfolio securities, unless the prior written consent of the Banks has been obtained, PROVIDED, that such consent is not required (i) of any Bank which is also such primary custodian, or (ii) for a Borrower to change its primary custodian to a bank or trust company organized under the laws of the United States or a political subdivision thereof having assets of at least $10,000,000,000 and effect the provisions a long-term debt or deposit rating of its charter documentsat least A from Standard & Poor's Ratings Group or A2 from Mxxxx'x Investor Services, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentsInc.; (g) keep keep, and cause each of the Borrowers to keep, adequate records and books of account, keep, and cause each of the Borrowers to keep, adequate records and books which complete entries will be made in full force accordance with GAAP and effect the Investment Company Act and regulations promulgated thereunder reflecting all agreements financial transactions of each Fund and instruments each Borrower; (h) cause each Borrower to comply in all material respects with all investment objectives, policies, restrictions and limitations set forth or incorporated by which it or any of its properties may be bound reference in the Prospectus and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentsuch Borrower; and (hi) comply permit representatives of (i) the Administrative Agent, upon its own discretion or at the reasonable request of any Bank, and (ii) upon the occurrence and during the continuance of an Event of Default, any Bank to visit and inspect any of such Borrower's properties and examine and make abstracts from any of its books and records during normal business hours and to discuss the business, operations,, properties, and financial and other condition of such Borrower with officers and employees of such Borrower and with its obligations under independent certified public accountants; PROVIDED, that, unless a Default or an Event of Default shall have occurred and be continuing, the Transaction Documents to which it is Administrative Agent shall provide the Borrowers with five Business Days' prior notice of such visit and shall only conduct such visit once a party and each other agreement entered into with an Owneryear.

Existence, Etc. Seller shallThe Company: (a) (i) will preserve and maintain its legal existence, good standing ; (ii) will preserve and maintain and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; and (iii) will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (PROVIDED that nothing in this Section 9.3 shall prohibit any transaction expressly permitted under Section 9.5 hereof); (b) will, and will cause each of its Subsidiaries to, comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could reasonably be reasonably likely expected (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently appliedwill, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization will cause each of its propertiesSubsidiaries to, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained in accordance with GAAP consistently applied, and material state except for any such tax, assessment, charge or levy the failure to pay which would not have a Material Adverse Effect; (d) will, and local tax will cause each Obligor to, maintain all of its Properties used or useful in its business in good working order and information returnscondition, reports ordinary wear and any other information statements or schedules required to tear excepted; (e) will, and will cause each of its Subsidiaries to, keep adequate records and books of account, in which complete entries will be filed by or made in respect of it;accordance with GAAP consistently applied; and (f) keep in full force will, and effect the provisions will cause each of its charter documentsMaterial Subsidiaries to, by-lawspermit representatives of any Lender or any Agent, operating agreements upon reasonable advance notice to the Company or similar organizational documents in each case such Material Subsidiary and during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably necessary requested by such Lender or the Administrative Agent (as the case may be); PROVIDED THAT (i) the Agents and the Lenders will endeavor to perform its obligations hereunder cooperate with the Company or under such Material Subsidiary in order to minimize any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply interference with its obligations normal business operations that may result from any such inspection and (ii) except as otherwise provided in Section 12.3 hereof, all expenses of the Agents and the Lenders in connection with the exercise of their rights under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerthis Section 9.3(f) shall be for their own account.

Existence, Etc. Seller The Borrower shall, and shall cause each of its Restricted Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (includingincluding Environmental Laws and, without limitationif applicable to the Borrower or any of its Restricted Subsidiaries at any time hereafter, truth in lending and real estate settlement proceduresthe Employee Retirement Income Security Act of 1974 (“ERISA”)) if failure to comply with such requirements could reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) pay and discharge all Taxes imposed on it or on its income or profits or on any of its Properties prior to the date on which penalties attach thereto, except those that are being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been established by the applicable Obligor; (d) pay and discharge all trade debt and royalties when due and payable, except those that are being contested in good faith and by appropriate proceedings and with respect to which reserves in conformity with GAAP have been established by the applicable Obligor; (e) maintain or cause the maintenance all of its Properties used or useful in its business in good working order and condition and in compliance with applicable laws and insurance requirements (ordinary wear and tear excepted) and maintain and operate (or to the extent that the Borrower or one of its Restricted Subsidiaries is not the operator of any Hydrocarbon Properties, use its reasonable commercial efforts to cause the operator thereof to do so) its Hydrocarbon Properties in accordance with prudent industry standards (provided that nothing in this Section 9.03 shall prohibit any transaction permitted by Sections 9.05, 9.06, 9.08 and 9.09); (f) keep adequate records and books of account, in which complete entries will shall be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves;GAAP; and (dg) not move promptly obtain from time to time at its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay own expense and discharge at all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep times maintain in full force and effect the provisions of its charter documentswithout any material modification or amendment, by-lawsall such governmental licenses, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force authorizations, registrations, consents, permits and effect all agreements and instruments by which it or any of its properties approvals as may be bound and all applicable decrees, orders and judgments, in each case required for the Borrower or its Restricted Subsidiaries to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (ha) comply with its obligations obligations, and preserve its rights under, each of the Loan Documents and (b) maintain the existence, priority and perfection of the Liens purported to be created under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerSecurity Documents.

Existence, Etc. Each Seller shallwill: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to conduct its business and to perform its obligations under the Program Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Items or Buyer’s interest therein, remain in good standing under the laws of each state in which it is required to service conducts its business; and (D) not change its tax identification number, fiscal year or method of accounting without the Mortgage Loansconsent of Buyer; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 12(m) unless it shall have provided Purchaser not less than thirty (30) Buyer 30 days prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fvi) keep in full force permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentBuyer; and (hvii) comply with not directly or indirectly enter into any agreement that would be violated or breached by any Transaction or the performance by either Seller of its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerany Program Documents.

Existence, Etc. Seller shallEach Relevant Party will: (ai) (A) preserve and maintain its legal existence; (B) maintain all privileges, licenses, franchises, permits or other approvals necessary to conduct its business and to perform its obligations under the Loan Documents; (C) remain in good standing under the laws of each state in which it conducts business or any Contributed Property is located and all (D) not change its tax identification number, fiscal year or method of its material licenses required to service accounting without the Mortgage Loansconsent of Lender; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable LawsRequirements of Law, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Documentprocedures and all environmental laws); (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (dA) not move change the location of its chief executive office office/chief place of business from that specified in Section 6 hereof, (B) change its name, identity or chief operating office from corporate structure (or the addresses referred equivalent) or change the location where it maintains its records with respect to in Exhibit J the Collateral or the Contributed Properties, or (C) reincorporate or reorganize under the laws of another jurisdiction unless it shall have provided Purchaser not less than given Lender at least thirty (30) days prior written notice of such changethereof and shall have delivered to Lender all Uniform Commercial Code financing statements and amendments thereto as Lender shall request and taken all other actions deemed reasonably necessary by Lender to continue its perfected status in the Collateral with the same or better priority; (ev) pay permit representatives of Lender, during normal business hours upon ten (10) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and discharge all material taxesmake extracts from its books and records, assessments and governmental charges or levies imposed on it or its income or profits or on to inspect any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalProperties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentsrequested by Lender; (gvi) keep in full force and effect all agreements and instruments not directly or indirectly enter into any agreement that would be violated or breached by which it the making or continuation of any Advance or the performance by each Relevant Party of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Loan Document; and (hvii) comply with its obligations under the Transaction Documents to which it is remain a party and each other agreement entered into with an OwnerSpecial Purpose Entity, wholly owned by Parent Borrower or by Parent SPE, as applicable.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing existence and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J H unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and with the Pledge Agreement and each other agreement entered into with an OwnerXxxxxxx Mac and each other Agency.

Existence, Etc. Seller shallThe Company will, and will cause each of its Material Domestic Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 8.02 shall prohibit any transaction expressly permitted under Section 8.04 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws (including, for the avoidance of doubt, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)), Beneficial Ownership Regulation, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be is reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which which, in the opinion of the Company, adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fd) keep in full force and effect the provisions maintain all of its charter documentsProperties used or useful in its business in good working order and condition, by-lawsordinary wear and tear excepted, operating agreements provided that, nothing in this Section 8.02(d) shall prevent the Company or similar organizational documents any of its Material Domestic Subsidiaries from discontinuing such maintenance if such discontinuance is, in each case the judgment of the Company, desirable in the conduct of its business and the business of any of its Material Domestic Subsidiaries and not disadvantageous in any material respect to the Banks; and (e) subject to U.S. Government restrictions, permit representatives of any Bank or the Administrative Agent, during normal business hours and upon reasonable notice, to examine or inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably necessary to perform requested by such Bank or the Administrative Agent (as the case may be) so long as any such examination or inspection shall not unreasonably interfere with the operations of the Company and its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerMaterial Domestic Subsidiaries.

Existence, Etc. Seller shallBorrower will: (a) 6.2.1. preserve and maintain its legal existence, good standing corporate existence and all of its material licenses licenses, rights, privileges, franchises, governmental authorizations, patents, trademarks, copyrights or other rights necessary for the ownership of its properties and the advantageous conduct of its business and as may be required from time to service the Mortgage Loanstime by applicable law; (b) 6.2.2. comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to would have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) 6.2.3. pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; 6.2.4. Seller maintain all of its properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; 6.2.5. keep proper books of record and account in accordance with GAAP, in which full, true and correct entries shall be made of all dealings and transactions in relation to its subsidiaries shall file on a timely basis all federalbusiness and activities, and material state permit representatives of the Lender, during normal business hours and local tax upon reasonable prior notice to the Borrower, to examine, copy and information returnsmake extracts from their books and records, reports to inspect its properties, and any other information statements or schedules required to be filed discuss their business and affairs with their officers and independent public accountants (and by or in respect this provision the Borrower authorizes said accountants to discuss the business and affairs of it; (f) keep in full force and effect the provisions of its charter documentsBorrower with such representatives), by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentsrequested by the Lender; 6.2.6. provide Lender by fax or email, each Wednesday by 12 noon Eastern time, Borrower’s Weekly Flash Report reflecting Borrower’s current balances of cash, accounts receivable, accounts payable, inventory and sales order activity through the previous Friday, and within three (g3) keep in full force and effect all agreements and instruments by business days thereafter, make any mandatory prepayment required under Section 2.7; 6.2.7. immediately notify Lender of the receipt of any payment on any Account or Account Receivable, or the occurrence of any event which has a material impact (positive or negative) on the Borrower’s financial condition or business prospects. For purposes of this Section 6.2.7, an item will be deemed to have a material impact if it involves an increase or any decrease, or a receipt or expenditure, of its properties $250,000 or more. 6.2.8. provide Lender quarterly financial statements within thirty (30) days after the end of each calendar quarter, with such detail as Lender may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentrequire; and 6.2.9. provide Lender a weekly report (hwhich may be by telephone) comply with regarding all sales, collections and any other significant events regarding the Borrower or its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerbusiness.

Existence, Etc. Seller shall: (a) preserve Preserve, renew and maintain in full force and effect its legal existence, good standing and all existence under the laws of the jurisdiction of its material organization (other than with respect to Inactive Subsidiaries) and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses required and franchises necessary or desirable in the normal conduct of its business, except (i) in the case of clause (b) above, to service the Mortgage Loansextent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) in the case of clause (a) or (b) above, pursuant to a transaction permitted by Section 9.5; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such obligation, tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained to the extent required by GAAP; provided that, and material state and local tax and information returnswith respect to taxes assessed against Real Properties, reports and any other information statements or schedules required to such taxes can be filed by or in respect of itcontested without payment under applicable law; (fc) maintain and preserve all of its Properties material to the conduct of the Business of Parent, Holdings and its Subsidiaries (taken as a whole) in good working order and condition, except for failures that could not reasonably be expected to result in a Material Adverse Effect; (d) keep adequate records and books of account, in full force which complete entries will be made in accordance with GAAP consistently applied; and (e) permit representatives of any Lender or the Administrative Agent, upon reasonable notice and effect the provisions during normal business hours (and, except if a Default shall have occurred and be continuing, not more frequently than once each calendar quarter), to examine, copy and make extracts from its books and records, to visit and inspect any of its charter documentsProperties, by-lawsand to discuss its business, operating agreements or similar organizational documents in each case finances, condition and affairs with its officers and independent accountants and the park presidents of its Parks, all to the extent reasonably necessary requested by such Lender or the Administrative Agent (as the case may be); provided that, excluding any such visits and inspections during the continuance of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 8.3(e). The Administrative Agent and the Lenders shall give Parent the opportunity to perform its obligations hereunder or under participate in any other Transaction Documents; (g) keep discussions with Parent’s independent public accountants. Notwithstanding anything to the contrary in full force and effect all agreements and instruments by which it this Section 8.3(e), none of Parent or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of its properties may be bound and all applicable decrees, orders and judgments, in each case which disclosure to the extent reasonably necessary to perform its obligations hereunder Administrative Agent or under any other Transaction Document; and Lender (hor their respective representatives or contractors) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerprohibited by law or any binding agreement.

Existence, Etc. Each Seller shallwill: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.08); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not (i) move its chief executive office or chief operating office from the addresses address referred to in Exhibit J Section 8.15, (ii) cause or permit any change to be made in its name, identity or corporate structure, each as described in Section 8.05 or (iii) change its name, jurisdiction of organization, unless it shall have provided Purchaser not less than Buyer thirty (30) days days’ prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries maintained in conformity with GAAP; provided that this shall file on a timely basis all federalnot include the payment of any Mortgagor or Mortgaged Property taxes, and material state and local tax and information returnsassessments, reports and any other information statements governmental charges or schedules required to be filed by or in respect of it;levies; and (f) keep permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in full force which case, no prior notice shall be required), during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. Seller shallThe Company will, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Released Guarantors) to: (a) preserve and maintain its legal existenceexistence and (unless the loss of the same would not have a material adverse effect on the Company or such Subsidiary, good standing and as the case may be) all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted by Section 9.05 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be reasonably likely (could, either individually or in the aggregate) to , have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller maintained in accordance with GAAP; (d) maintain all of its Properties used or useful in its business in good working order and its subsidiaries shall file on a timely basis all federalcondition, ordinary wear and material state tear excepted; (e) keep adequate records and local tax and information returnsbooks of account, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of it;accordance with generally accepted accounting principles consistently applied; and (f) keep permit the Administrative Agent (and, if any Default shall be continuing, any representatives of any Lender), during normal business hours and upon reasonable prior written notice (and in full force any event no less than two Business Days prior notice), to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary requested (as to perform its obligations hereunder both the manner of such examination, copying, extracting, inspection or under any other Transaction Documents; discussion, and the scope thereof) by such Lender or the Administrative Agent (g) keep in full force and effect all agreements and instruments by which it or any of its properties as the case may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerbe).

Existence, Etc. Seller shall: (a) preserve Preserve, renew and maintain in full force and effect its legal existence, good standing and all existence under the laws of the jurisdiction of its material organization (other than with respect to Inactive Subsidiaries) and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses required and franchises necessary or desirable in the normal conduct of its business, except (i) in the case of clause (b) above, to service the Mortgage Loansextent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) in the case of clause (a) or (b) above, pursuant to a transaction permitted by Section 9.4; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such obligation, tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained to the extent required by GAAP; provided that, and material state and local tax and information returnswith respect to taxes assessed against Real Properties, reports and any other information statements or schedules required to such taxes can be filed by or in respect of itcontested without payment under applicable law; (fc) maintain and preserve all of its Properties material to the conduct of the Business of Parent, Holdings and its Subsidiaries (taken as a whole) in good working order and condition, except for failures that could not reasonably be expected to result in a Material Adverse Effect; (d) keep adequate records and books of account, in full force which complete entries will be made in accordance with GAAP consistently applied; and (e) permit representatives of any Lender or the Administrative Agent, upon reasonable notice and effect the provisions during normal business hours (and, except if a Default shall have occurred and be continuing, not more frequently than once each calendar quarter), to examine, copy and make extracts from its books and records, to visit and inspect any of its charter documentsProperties, by-lawsand to discuss its business, operating agreements or similar organizational documents in each case finances, condition and affairs with its officers and independent accountants and the general managers of its Parks, all to the extent reasonably necessary requested by such Lender or the Administrative Agent (as the case may be); provided that, excluding any such visits and inspections during the continuance of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 8.3(e). The Administrative Agent and the Lenders shall give the Borrowers the opportunity to perform its obligations hereunder or under participate in any other Transaction Documents; (g) keep discussions with the Borrowers’ independent public accountants. Notwithstanding anything to the contrary in full force and effect all agreements and instruments by which it this Section 8.3(e), none of Holdings or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of its properties may be bound and all applicable decrees, orders and judgments, in each case which disclosure to the extent reasonably necessary to perform its obligations hereunder Administrative Agent or under any other Transaction Document; and Lender (hor their respective representatives or contractors) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerprohibited by law or any binding agreement.

Existence, Etc. Seller shallThe Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 8.02 shall prohibit any transaction expressly permitted under Section 8.04 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be is reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which which, in the opinion of the Borrower, adequate reserves are being maintained. Seller ; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, provided that, nothing in this Section 8.02(d) shall prevent the Borrower or any of its subsidiaries shall file on a timely basis all federalSubsidiaries from discontinuing such maintenance if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its business and the business of any of its Subsidiaries and not disadvantageous in any material state respect to the Lender; (e) keep adequate records and local tax and information returnsbooks of account, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of it;accordance with GAAP; and (f) keep in full force subject to U.S. Government restrictions, permit representatives of the Lender, during normal business hours and effect the provisions upon reasonable notice, to examine or inspect any of Credit Agreement its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform requested by the Lender so long as any such examination or inspection shall not unreasonably interfere with the operations of the Borrower and its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerSubsidiaries.

Existence, Etc. Seller shall:The Borrower will: 44 (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.13 unless it shall have provided Purchaser not less than thirty (30) the Lender 30 days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually agreeable time discuss its business and effect the provisions of affairs with its charter documentsofficers, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary requested by the Lender which discussions will include the most recent month end financial statements (it being understood that in the event Mortgage Loans have been offered to perform a third party and the Lender wishes to purchase such Mortgage Loans in accordance with the Securitization Letter, the Lender may not exercise its obligations hereunder or rights under any other Transaction Documents;this paragraph (f) in order to obtain an unfair advantage in purchasing such Mortgage Loans); and (g) do all things necessary to maintain, preserve and keep in full force and effect all agreements and instruments by which it or any of its properties in good repair and condition, and make all necessary repairs and lease renewals so that its business carried on in connection therewith may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerproperly conducted.

Existence, Etc. Seller shallBorrower will and will cause each Eligible Property Owner to: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Mortgage LoansLoan Documents; (C) remain in good standing under the laws of each state in which it conducts business or any Property owned by such entity is located; and (D) not change its tax identification number, fiscal year or method of accounting without the consent of Administrative Agent; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Documentprocedures and all environmental laws); (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.14 (or otherwise provided in writing to Administrative Agent) unless it shall have provided Purchaser not less than Agents thirty (30) days prior written notice of such change; (ev) pay permit representatives of Administrative Agent (or at the direction of the Administrative Agent, the Diligence Agent and discharge all material taxesCalculation Agent), assessments during normal business hours upon ten (10) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and governmental charges or levies imposed on it or make extracts from its income or profits or on books and records, to inspect any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalProperties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentsrequested by Administrative Agent; (gvi) keep in full force and effect all agreements and instruments not directly or indirectly enter into any agreement that would be violated or breached by which it the making or continuation of any Advance or the performance by Borrower or any Eligible Property Owner of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Loan Document; and (hvii) comply with its obligations under the Transaction Documents to which it is remain a party and each other agreement entered into with an OwnerSpecial Purpose Entity, wholly owned by Parent SPE or Borrower, as applicable.

Existence, Etc. Seller shall: (a) preserve Preserve, renew and maintain in full force and effect its legal existence, good standing and all existence under the laws of the jurisdiction of its material organization (other than with respect to Inactive Subsidiaries) and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses required and franchises necessary or desirable in the normal conduct of its business, except (i) in the case of clause (b) above, to service the Mortgage Loansextent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) in the case of clause (a) or (b) above, pursuant to a transaction permitted by Section 7.5; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such obligation, tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained to the extent required by GAAP; provided that, and material state and local tax and information returnswith respect to taxes assessed against Real Properties, reports and any other information statements or schedules required to such taxes can be filed by or in respect of itcontested without payment under applicable law; (fc) maintain and preserve all of its Properties material to the conduct of the Business of Parent, Holdings and its Subsidiaries (taken as a whole) in good working order and condition, except for failures that could not reasonably be expected to result in a Material Adverse Effect; (d) keep adequate records and books of account, in full force which complete entries will be made in accordance with GAAP consistently applied; and (e) permit representatives of any Lender or the Administrative Agent, upon reasonable notice and effect the provisions during normal business hours (and, except if a Default shall have occurred and be continuing, not more frequently than once each calendar quarter), to examine, copy and make extracts from its books and records, to visit and inspect any of its charter documentsProperties, by-lawsand to discuss its business, operating agreements or similar organizational documents in each case finances, condition and affairs with its officers and independent accountants and the park presidents of its Parks, all to the extent reasonably necessary requested by such Lender or the Administrative Agent (as the case may be); provided that, excluding any such visits and inspections during the continuance of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.3(e). The Administrative Agent and the Lenders shall give Parent the opportunity to perform its obligations hereunder or under participate in any other Transaction Documents; (g) keep discussions with Parent’s independent public accountants. Notwithstanding anything to the contrary in full force and effect all agreements and instruments by which it this Section 6.3(e), none of Parent or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of its properties may be bound and all applicable decrees, orders and judgments, in each case which disclosure to the extent reasonably necessary to perform its obligations hereunder Administrative Agent or under any other Transaction Document; and Lender (hor their respective representatives or contractors) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerprohibited by law or any binding agreement.

Existence, Etc. Seller shall: (a) preserve Preserve and maintain its legal existence, good standing existence (except in the case of Inactive Subsidiaries) and all material permits, licenses and other Governmental Authority authorizations necessary to enable it to operate each of its material licenses required to service Parks (other than seasonal permits and liquor licenses, which it anticipates will be obtained in the Mortgage Loansnormal course); PROVIDED that nothing in this Section 9.3 shall prohibit any transaction expressly permitted under Section 10.4; PROVIDED, FURTHER, that any direct Subsidiary of Parent may be merged or consolidated with or into: (i) Parent, if Parent shall be the continuing or surviving corporation or (ii) any other Subsidiary of Parent which is a Domestic Subsidiary, PROVIDED that if any such transaction shall be between a Subsidiary of Parent and a Subsidiary Guarantor, such Subsidiary Guarantor shall be the continuing or surviving corporation; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such obligation, tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained to the extent required by GAAP; PROVIDED that, and material state and local tax and information returnswith respect to taxes assessed against Real Properties, reports and any other information statements or schedules required to such taxes can be filed by or in respect of itcontested without payment under applicable law; (fc) maintain and preserve all of its Properties material to the conduct of the Business of Parent, Holdings and its Subsidiaries (taken as a whole) in good working order and condition; (d) keep adequate records and books of account, in full force which complete entries will be made in accordance with GAAP consistently applied; and (e) permit representatives of any Lender or the Administrative Agent, upon reasonable notice and effect the provisions during normal business hours (and, except if a Default shall have occurred and be continuing, not more frequently than once each calendar quarter), to examine, copy and make extracts from its books and records, to visit and inspect any of its charter documentsProperties, by-lawsand to discuss its business, operating agreements or similar organizational documents in each case finances, condition and affairs with its officers and independent accountants and the general managers of its Parks, all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents; the Administrative Agent (g) keep in full force and effect all agreements and instruments by which it or any of its properties as the case may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerbe).

Existence, Etc. Each Seller shallwill with respect to itself: (a1) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (b2) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d4) not move (i) cause or permit any change to be made in its chief executive office name, organizational identification number, identity or chief operating office from the addresses referred to corporate structure, each as described in Exhibit J Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Purchaser not less than Buyer thirty (30) days days' prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (e5) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;; and (f6) keep in full force make available to Buyer and effect permit Buyer, subject to its representatives entering to a confidentiality agreement with Seller with provisions substantially similar to the provisions of Section 29, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its charter documentsbooks and records (subject to the proviso at the end of this sentence), by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary requested by Buyer; provided Buyer shall not be allowed to perform its obligations hereunder (a) copy Seller's operating agreement or under any subscription agreement, or (b) copy or review Seller's proprietary trading systems. Any confidential information in the possession of Buyer pursuant to this clause (6) shall, upon termination of this Agreement, be returned to Seller or destroyed by Buyer other Transaction Documents; (g) keep than certain information retained in full force and effect all agreements and instruments by which it or any the legal files of its properties may be bound and all applicable decrees, orders and judgments, in each case Buyer pursuant to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerdetermination of Buyer's general counsel.

Existence, Etc. Seller shallThe Borrower will: (a) preserve and maintain its legal existenceexistence and will cause any Facility Owner to preserve and maintain its respective legal existence and material rights, good standing privileges, licenses and all of its material licenses required to service the Mortgage Loansfranchises (provided that nothing in this Section 7.03 shall prohibit any transaction not prohibited by Section 7.04 hereof); (b) and will cause any Facility Owner to comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be is reasonably likely to (either individually or in the aggregate) to have a material adverse effect Material Adverse Effect; provided, however, that the Borrower's obligations as to its compliance with such requirements as aforesaid shall be limited to those requirements that, if not complied with by the Borrower, would result in joint and several liability with the Borrower on its ability to perform its obligations hereunder or under the part of any other Transaction DocumentFacility Owner; (c) keep adequate records and books of accountwill cause any Facility Owner to, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; provided, however, that the Borrower's obligations to pay and discharge such taxes, assessments, charges or levies shall apply as aforesaid only to such taxes, assessments, charges or levies that, if not paid and discharged by the Borrower, would result in joint and several liability with the Borrower on the part of any Facility Owner; (d) cause any Facility Owner to maintain its subsidiaries shall file on a timely basis all federalrespective material Properties used in their respective businesses in good working order and condition, ordinary wear and material state tear excepted; (e) and local tax will cause any Facility Owner to, keep records and information returns, reports and any other information statements or schedules required to be filed by or books of account in respect of it;conformity with GAAP consistently applied; and (f) keep in full force will cause any Facility Owner to, permit representatives of the Lender, during normal business hours, to examine, copy and effect make extracts from its books and records, to inspect any of the provisions Properties of any Facility Owner, and to discuss its charter documentsbusiness and affairs with its officers, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerLender.

Existence, Etc. Seller shall: The Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights (charter and statutory), privileges, licenses and franchises (provided that nothing in this Section 8.02 shall prohibit any transaction expressly permitted under Section 8.04 hereof and provided, further, that the Borrower shall not be required to service cause any of its Subsidiaries to preserve its legal existence or its rights, privileges, licenses or franchises if the Mortgage Loans; Borrower shall determine that the preservation thereof is no longer necessary in the conduct of the business of the Borrower and its Subsidiaries taken as a whole or to the extent the failure to do so could not (either individually or in the aggregate) reasonably be likely to have a Material Adverse Effect); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be is reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxesTaxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for (a) any such taxTax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained or (b) where the failure to do so would not, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by individually or in respect of it; the aggregate, reasonably be expected to result in a Material Adverse Effect; (fd) keep in full force and effect the provisions maintain all of its charter documentsProperties used or useful in its business in good working order and condition, by-lawsin all material respects, operating agreements or similar organizational documents ordinary wear and tear excepted; provided that nothing in each case to this Section 8.02(d) shall prevent the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it Borrower or any of its properties may be bound and all applicable decrees, orders and judgmentsSubsidiaries from discontinuing such maintenance if such discontinuance is, in each case to the extent reasonably necessary to perform judgment of the Borrower, desirable in the conduct of its obligations hereunder or under business and the business of any other Transaction Document; and (h) comply with of its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.Subsidiaries;

Existence, Etc. Seller shallThe Company: (a) will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (PROVIDED that nothing in this Section 9.3 shall prohibit any transaction expressly permitted under Section 9.5 hereof); (b) will, and will cause each of its Subsidiaries to, comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could reasonably be reasonably likely expected (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently appliedwill, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization will cause each of its propertiesSubsidiaries to, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained in accordance with generally accepted accounting principles consistently applied, and material state except for any such tax, assessment, charge or levy the failure to pay which would not have a Material Adverse Effect; (d) will, and local tax will cause each Obligor to, maintain all of its Properties used or useful in its business in good working order and information returnscondition, reports ordinary wear and any other information statements or schedules required to tear excepted; (e) will, and will cause each of its Subsidiaries to, keep adequate records and books of account, in which complete entries will be filed by or made in respect of it;accordance with generally accepted accounting principles consistently applied; and (f) keep in full force will, and effect the provisions will cause each of its charter documentsMaterial Subsidiaries to, by-lawspermit representatives of any Lender or any Agent, operating agreements upon reasonable advance notice to the Company or similar organizational documents in each case such Material Subsidiary and during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably necessary requested by such Lender or the Administrative Agent (as the case may be); PROVIDED THAT (i) the Agents and the Lenders will endeavor to perform its obligations hereunder cooperate with the Company or under such Material Subsidiary in order to minimize any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply interference with its obligations normal business operations that may result from any such inspection and (ii) except as otherwise provided in Section 12.3 hereof, all expenses of the Agents and the Lenders in connection with the exercise of their rights under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerthis Section 9.3(f) shall be for their own account.

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing existence and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, including truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office, chief operating office or chief operating its recording office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.

Existence, Etc. Seller shallThe Guarantor will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for (i) any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller maintained and (ii) those taxes, assessments, charges or levies which by reason of the amount involved or the remedies available to the applicable taxing authority could not reasonably be expected to have a Material Adverse Effect; (d) maintain all of its subsidiaries shall file on a timely basis all federalProperties used or useful in its business in good working order and condition, ordinary wear and material state tear excepted; (e) keep adequate records and local tax and information returnsbooks of account, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of it;accordance with GAAP consistently applied; and (f) keep in full force permit representatives of any Lender or the Administrative Agent upon reasonable prior notice and, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers and Accountants, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents; the Administrative Agent (gas the case may be); provided that the Administrative Agent or such Lender shall (i) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case provide reasonable notice to the extent reasonably necessary Guarantor and the Company prior to perform its obligations hereunder or under having any other Transaction Document; and such discussions with such Accountants and (hii) comply with its obligations under provide representatives of the Transaction Documents Guarantor and/or the Company the opportunity to which it is a party and each other agreement entered into with an Ownerparticipate in such discussions.

Existence, Etc. Seller shall: (ai) preserve continue to engage in business of the same general type as now conducted by it or otherwise as approved by Buyer prior to the date hereof and maintain and preserve its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (including, without limitation, preservation of all lending licenses held by Seller and of Seller's status as a "qualified transferee" (however denominated) under all documents which govern the Purchased Assets and any applicable inter-creditor arrangement); provided, that nothing in this Section 9.01(d)(i) shall prohibit any transaction expressly permitted under Section 9.01(e); (bii) comply with all Contractual Obligations and with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move (i) cause or permit any change to be made in its chief executive office name, organizational identification number, identity or chief operating office from the addresses referred to corporate structure, each as described in Exhibit J Section 8.01(f) or (ii) change its jurisdiction of organization, unless it shall have provided Purchaser not less than Buyer thirty (30) days days' prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; and (vi) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy (at Buyer's expense) and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. Seller shallEach Borrower will, and will cause each of its Restricted Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (PROVIDED that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted and maintain, develop and operate its subsidiaries shall file on a timely basis all federalHydrocarbon Properties to their economic limit in accordance with prudent industry standards; (e) keep adequate records and books of account, and material state and local tax and information returns, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of itaccordance with GAAP; (f) keep permit representatives of any Bank or any Agent, at their own risk during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or such Agent (as the case may be); and (g) promptly obtain from time to time at its own expense and at all times maintain in full force and effect the provisions of its charter documentswithout any material modification or amendment, by-lawsall such governmental licenses, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force authorizations, registrations, consents, permits and effect all agreements and instruments by which it or any of its properties approvals as may be bound and all applicable decrees, orders and judgments, in each case required for such Borrower or its Restricted Subsidiaries to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (ha) comply with its obligations obligations, and preserve its rights under, each of the Loan Documents and (b) maintain the existence, priority and perfection of the Liens purported to be created under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerSecurity Documents.

Existence, Etc. Seller shallEach of the Borrower and each Related Party will: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.13 unless it shall have provided Purchaser not less than thirty (30) the Lender 30 days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;; and (f) keep in full force permit representatives of the Lender or any Lender-Related Party, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time (or at any time and effect from time to time during the provisions continuance of an Event of Default), to examine, copy and make extracts from its and the Servicer's or Administrator's books and records, to inspect any of its charter documentsand the Servicer's or Administrator's Properties, by-lawsand to discuss its and the Servicer's or Administrator's business and affairs with its and the Servicer's or Administrator's officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it the Lender or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerLender-Related Party.

Existence, Etc. Seller shallBorrower will and will cause each Eligible REO Entity to: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Mortgage LoansLoan Documents; (C) remain in good standing under the laws of each state in which it conducts business or any Contributed REO Property owned by such entity is located; and (D) not change its tax identification number, fiscal year or method of accounting without the consent of Lender; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Documentprocedures and all environmental laws); (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.14 (or otherwise provided in writing to Lender) unless it shall have provided Purchaser not less than Lender thirty (30) days prior written notice of such change; (ev) pay permit representatives of Lender, during normal business hours upon ten (10) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and discharge all material taxesmake extracts from its books and records, assessments and governmental charges or levies imposed on it or its income or profits or on to inspect any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalProperties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentsrequested by Lender; (gvi) keep in full force and effect all agreements and instruments not directly or indirectly enter into any agreement that would be violated or breached by which it the making or continuation of any Advance or the performance by Borrower or any Eligible REO Entity of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Loan Document; and (hvii) comply with its obligations under the Transaction Documents to which it is remain a party and each other agreement entered into with an OwnerSpecial Purpose Entity, wholly owned by Parent SPE or Borrower, as applicable.

Existence, Etc. Each Seller shallwill: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in all Prescribed Laws, all environmental laws, all laws with respect to unfair and deceptive lending practices and real estate settlement proceduresPredatory Lending Practices) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses address referred to in Exhibit J Section 6.12 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.12 unless it shall have provided Purchaser not less than the Agent thirty (30) days calendar days' prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or maintained in respect of itconformance with GAAP; (f) keep in full force at all times during the term of this Repurchase Agreement regardless of whether subject to a Transaction at such time, permit representatives of the Agent, during normal business hours, to examine, copy and effect make extracts from its books and records (including, without limitation the provisions Title Insurance Policies), to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentAgent; and (hi) comply to hold each Title Insurance Policy for the benefit of the Agent on behalf of the Buyers; (ii) to hold each Title Insurance Policy at the office of AHM Investment located at 538 Broadhollow Road, Melville, New York 11747 unless the Sellers xxxxx xxxx xxxxxxxx xxxxxx (00) xxxx' xxxxx xritten notice of any change in location, and (iii) to segregate each Title Insurance Policy with its obligations under respect to Mortgage Loans that have been pledged to the Transaction Documents Agent, for the ratable benefit of the Buyers hereunder from title insurance policies unrelated to which it is a party such Mortgage Loans and each other agreement entered into with an Ownerheld at the same location.

Existence, Etc. Each of the Seller shalland its Subsidiaries will: (ai) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (bii) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 12(l) unless it shall have provided Purchaser not less than thirty (30) the Buyer 30 days prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; and (vi) permit representatives of the Buyer, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by the Buyer; provided, however that if no default or under Event of Default has occurred and is continuing, Seller's expenses in connection with any other Transaction Documents; (g) keep such examination shall not exceed $40,000 in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownercalendar year.

Existence, Etc. Seller shallThe Company will, and will cause each of its Material Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses and franchises, including all licenses and certifications required pursuant to service any HMO Regulation, all certification and authorization necessary to ensure that each of the Mortgage LoansMaterial Subsidiaries is eligible for all reimbursements available under the HMO Regulations to the extent applicable to HMOs of their type (except where the failure to maintain the same would not have a Material Adverse Effect), and all material licenses, permits, authorization and qualifications required under the HMO Regulations in connection with the ownership or operation of HMOs (PROVIDED that nothing in this Section 6.3 shall prohibit any transaction expressly permitted under Section 7.1); (b) comply with the requirements of all Applicable Lawsapplicable Requirements of Law including all HMO Regulations, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be is reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and and, governmental charges or levies imposed on it or on its income or profits or on any of its property Properties prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) keep adequate records and its subsidiaries shall file on a timely basis all federalbooks of account, in which complete entries will be made in accordance with GAAP, consistently applied; (e) upon reasonable notice permit representatives of any Bank or the Agent, and material state their accountants, during normal business hours, to examine, copy and local tax make extracts from its books and information returnsrecords, reports to inspect any of its Properties, and any other information statements to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or schedules required to be filed by or in respect of it;the Agent (as the case may be); and (f) keep in full force complete, and effect provide within 95 days after the provisions end of its charter documents, by-laws, operating agreements or similar organizational documents in each case fiscal year of the Company to representatives of the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party Agent and each other agreement entered into with an OwnerBank the opportunity to discuss, a projected annual budget prepared by the Company and adopted by its Board of Directors for the current fiscal year.

Existence, Etc. Seller shallEach Fund will: (a) preserve and maintain its legal existence, good standing existence and all of its (and each Borrower's) material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities (including, without limitation, truth in lending the Investment Company Act and real estate settlement proceduresall rules and regulations promulgated thereunder, and Regulations U and X and other applicable regulations of the Board of Governors of the Federal Reserve System) if failure to comply with such requirements could reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge discharge, on its own behalf and on behalf of each Borrower, all material taxes, assessments and governmental charges or levies imposed on the income, profits or Property of it or its income or profits or on any of its property such Borrower prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) pay and discharge, on its subsidiaries shall file own behalf and on the behalf of each Borrower, at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Borrower, as the case may be, or (ii) the lack of timely payment thereof could not reasonably be expected to have a timely basis all federalMaterial Adverse Effect; (e) preserve and maintain its status as a registered, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;open-end management investment company under the Investment Company Act, (f) keep in full force maintain at all times its current primary custodians responsible for the safekeeping of portfolio securities, unless the prior written consent of the Banks has been obtained, PROVIDED, that such consent is not required (i) of any Bank which is also such primary custodian, or (ii) for a Borrower to change its primary custodian to a bank or trust company organized under the laws of the United States or a political subdivision thereof having assets of at least $10,000,000,000 and effect the provisions a long-term debt or deposit rating of its charter documentsat least A from Standard & Poor's Ratings Group or A2 from Moody's Investor Services, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentsInc.; (g) keep keep, and cause each of xxx Xxrrowers to keep, adequate records and books of account, keep, and cause each of the Borrowers to keep, adequate records and books which complete entries will be made in full force accordance with GAAP and effect the Investment Company Act and regulations promulgated thereunder reflecting all agreements financial transactions of each Fund and instruments each Borrower; (h) cause each Borrower to comply in all material respects with all investment objectives, policies, restrictions and limitations set forth or incorporated by which it or any of its properties may be bound reference in the Prospectus and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentsuch Borrower; and (hi) comply permit representatives of (i) the Administrative Agent, upon its own discretion or at the reasonable request of any Bank, and (ii) upon the occurrence and during the continuance of an Event of Default, any Bank to visit and inspect any of such Borrower's properties and examine and make abstracts from any of its books and records during normal business hours and to discuss the business, operations, properties, and financial and other condition of such Borrower with officers and employees of such Borrower and with its obligations under independent certified public accountants; PROVIDED, that, unless a Default or an Event of Default shall have occurred and be continuing, the Transaction Documents to which it is Administrative Agent shall provide the Borrowers with five Business Days' prior notice of such visit and shall only conduct such visit once a party and each other agreement entered into with an Owneryear.

Existence, Etc. Seller shallThe Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses, approvals, consents and franchises, including, without limitation, all material permits, licenses and authorizations required from time to service the Mortgage Loanstime to be obtained under applicable Environmental Laws, provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.05 hereof; (b) comply with the requirements of all Applicable applicable laws (including, without limitation, Environmental Laws), rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could reasonably be reasonably likely expected (either individually or in the aggregate) to have result in a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which which, in the opinion of the Company, adequate reserves are being maintained. Seller ; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, provided that nothing in this Section 8.03(d) shall prevent the Company or any of its subsidiaries shall file on a timely basis all federalSubsidiaries from discontinuing such maintenance if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and the business of any of its Subsidiaries and not disadvantageous in any material state respect to the Lenders; (e) keep adequate records and local tax and information returnsbooks of account, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of it;accordance with generally accepted accounting principles consistently applied; and (f) keep in full force permit representatives of any Lender or any Agent, during normal business hours and effect the provisions upon reasonable notice, to examine, copy and make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents; Agent (g) keep in full force and effect all agreements and instruments by which it or any of its properties as the case may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerbe).

Existence, Etc. The Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, including truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J G unless it shall have provided Purchaser not less than thirty (30) days days’ prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-by- laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; (h) maintain its status as an Agency approved seller/servicer; and (hi) comply with its obligations under the Transaction Documents to which it is a party party, and each other agreement entered into with an Ownerthe Agency.

Existence, Etc. Seller Each Borrower shall: (a) preserve and maintain (i) its legal existence, good standing existence and (ii) all of its material rights, privileges, licenses required and franchises (provided that nothing in this Section shall prohibit any transaction expressly permitted under Section 7.07 of this Agreement) other than in the case of clause (ii) where the failure to service the Mortgage Loansdo so would have a Material Adverse Effect; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in Prescribed Laws, all Environmental Laws, all laws with respect to unfair and deceptive lending practices and real estate settlement procedurespredatory lending practices) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses address referred to in Exhibit J the “Address for Notices” specified below its name on the signature pages to this Agreement or change its jurisdiction of organization from the jurisdiction referred to in Schedule 1 to this Agreement unless it shall have provided Purchaser not less than the Lender thirty (30) days days’ prior written notice of such change; (e) pay and discharge or cause to be paid and discharged, or adequately reserve for (and set aside cost for repayment of) the payment of, all material taxesTaxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall maintained in conformance with GAAP; and (f) file on a timely basis all U.S. federal, and material state and local income tax returns, franchise tax returns and other material information returns, reports and any other information statements or schedules required to be filed by or in respect of it and pay or cause to be paid all Taxes due pursuant to such returns, reports and other information statements or schedules or pursuant to any assessment received by it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.

Existence, Etc. Seller shall(a) Borrower will, and will cause each of its Subsidiaries to: (ai) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 9.04 shall prohibit any transaction expressly permitted under Section 9.06); (bii) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) Authority or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records subject to the applicable Qualified Lease (other than and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxesspecifically excluding the Loews Lease), all depreciationpay and discharge, depletion, obsolescence and amortization of its propertiesor cause to be paid or discharged by the tenant, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which interest or penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; provided that Borrower shall pay, or cause the tenant under a Qualified Lease to pay, all such taxes, assessments, charges and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and levies being contested prior to the consummation of any other information statements or schedules required proceedings to be filed by or in respect of itforeclose any Lien that may have attached as security therefor; (fiv) maintain, or cause to be maintained, all of its Individual Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (v) keep adequate records and books of account, in full force which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (vi) subject to the terms of any applicable Qualified Lease, permit representatives of Lender, during normal business hours, to examine, copy and effect make extracts from its books and records, to inspect any of the provisions of Individual Properties, and to discuss its charter documentsbusiness and affairs with its officers, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents;requested by Lender. (gb) keep Borrower shall give Lender notice in full force and effect all agreements and instruments by the event it does not maintain its status as a REIT or takes any action which it or any of could lead to its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; anddisqualification as a REIT. (hc) comply with its obligations under Borrower shall give Lender notice in the Transaction Documents event it does not continue to which it is a party and each other agreement entered into with an Ownerbe listed on one of the major United States stock exchanges, including NASDAQ.

Existence, Etc. Seller shall: (a) Borrower will, and will cause each other Borrower Party to, preserve and maintain its legal existence, good standing existence and all material rights, privileges, licenses and franchises necessary for the maintenance of its existence and the conduct of its affairs. Compliance with Laws; Adverse Regulatory Changes. Borrower shall comply in all material licenses required respects (subject to service the Mortgage Loans; (bsuch more stringent requirements as may be set forth elsewhere herein) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and . Borrower shall maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements Government Approvals and instruments shall from time to time obtain all Government Approvals as shall now or hereafter be necessary under Applicable Law in connection with the construction, operation or maintenance of the Project or the execution, delivery and performance by which it or Borrower of any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Project Documents to which it is a party and shall comply with all such Government Approvals and keep them in full force and effect. Borrower shall promptly furnish a true and complete copy of each such Government Approval obtained after the date hereof to Construction Consultant. After prior notice to Administrative Agent, Borrower, at its own expense, may contest by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, the validity or application of any Applicable Law; provided that: (i) no Event of Default or monetary Default of which Administrative Agent has given Borrower notice exists; (ii) Borrower shall pay any outstanding fines, penalties or other agreement entered into payments under protest unless such proceeding shall suspend the collection of such items; (iii) such proceeding shall be permitted under and be conducted in accordance with an Ownerthe provisions of any other instrument to which Borrower or the Project is subject and shall not constitute a default thereunder; (iv) no part of or interest in the Project will be in imminent danger of being sold, forfeited, terminated, canceled or lost during the pendency of the proceeding; (v) such proceeding shall not subject Borrower, Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (vi) below); (vi) unless paid under protest, Borrower shall have furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent, to insure the payment of any such items, together with all interest and penalties thereon, which shall not be less than 110% of the maximum liability of Borrower as reasonably determined by Administrative Agent, which security shall be deposited in a Controlled Account; and (vii) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interest and penalties.

Existence, Etc. Seller shallEach Fund will: (a) preserve and maintain its legal existence, good standing existence and all of its (and each Borrower's) material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities (including, without limitation, truth in lending the Investment Company Act and real estate settlement proceduresall rules and regulations promulgated thereunder, and Regulations U and X and other applicable regulations of the Board of Governors of the Federal Reserve System) if failure to comply with such requirements could reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge discharge, on its own behalf and on behalf of each Borrower, all material taxes, assessments and governmental charges or levies imposed on the income, profits or Property of it or its income or profits or on any of its property such Borrower prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) pay and discharge, on its subsidiaries shall file own behalf and on the behalf of each Borrower, at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Borrower, as the case may be, or (ii) the lack of timely payment thereof could not reasonably be expected to have a timely basis all federalMaterial Adverse Effect; (e) preserve and maintain its status as a registered, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of itopen-end management investment company under the Investment Company Act; (f) keep in full force maintain at all times its current primary custodians responsible for the safekeeping of portfolio securities, unless the prior written consent of the Banks has been obtained, provided, that such consent is not required (i) of any Bank which is also such primary custodian, or (ii) for a Borrower to change its primary custodian to a bank or trust company organized under the laws of the United States or a political subdivision thereof having assets of at least $10,000,000,000 and effect the provisions a long-term debt or deposit rating of its charter documentsat least A from Standard & Poor's Ratings Group or A2 from Xxxxx'x Investor Services, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentsInc.; (g) keep in full force keep, and effect all agreements cause each of the Borrowers to keep, adequate records and instruments by which it or any books of its properties may be bound and all applicable decrees, orders and judgmentsaccount, in which complete entries will be made in accordance with GAAP and the Investment Company Act and regulations promulgated thereunder reflecting all financial transactions of each case Fund and each Borrower; (h) cause each Borrower to comply in all material respects with all investment objectives, policies, restrictions and limitations set forth or incorporated by reference in the extent reasonably necessary Prospectus and applicable to perform its obligations hereunder or under any other Transaction Documentsuch Borrower; and (hi) comply permit representatives of (i) the Administrative Agent, upon its own discretion or at the reasonable request of any Bank, and (ii) upon the occurrence and during the continuance of an Event of Default, any Bank to visit and inspect any of such Borrower's properties and examine and make abstracts from any of its books and records during normal business hours and to discuss the business, operations, properties, and financial and other condition of such Borrower with officers and employees of such Borrower and with its obligations under independent certified public accountants; provided, that, unless a Default or an Event of Default shall have occurred and be continuing, the Transaction Documents to which it is Administrative Agent shall provide the Borrowers with five Business Days' prior notice of such visit and shall only conduct such visit once a party and each other agreement entered into with an Owneryear.

Existence, Etc. Seller shall: (a) preserve The Servicer will observe all corporate procedures required by its certificate of incorporation, by-laws and the laws of its jurisdiction of formation. The Servicer will maintain its legal existence, corporate existence in good standing and all under the laws of its material licenses jurisdiction of organization and will promptly obtain and thereafter maintain qualifications to do business as a foreign corporation in any other state in which it does business and in which it is required to service the Mortgage Loans;so qualify. (b) The Servicer will comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in all environmental laws, all laws with respect to unfair and deceptive lending practices and real estate settlement procedures) predatory lending practices), if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document;Material Adverse Effect. (c) keep adequate records and books of account, in which complete entries The Servicer will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses address referred to in Exhibit J Section 5.07 or change its jurisdiction of organization from the jurisdiction referred to in Section 5.01 unless it shall have provided Purchaser not less than the Administrative Agent thirty (30) days days’ prior written notice of such change;. (ed) The Servicer will pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller . (e) The Servicer will permit representatives of the Administrative Agent, during normal business hours, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required all to be filed the extent reasonably requested by or in respect of it;the Administrative Agent. (f) keep in full force and effect the provisions of its charter documentsThe Servicer shall, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep required by applicable law, disclose all material transactions associated with this transaction in full force appropriate regulatory filings and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerpublic announcements.

Existence, Etc. Seller shallwill with respect to itself and shall cause Guarantor with respect to Guarantor to: (a1) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (b2) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d4) not move (i) cause or permit any change to be made in its chief executive office name, organizational identification number, identity or chief operating office from the addresses referred to corporate structure, each as described in Exhibit J Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Purchaser not less than Buyer thirty (30) days days' prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (e5) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. Seller shall:The Note Issuer will: --------------- (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required and franchises (provided that nothing in this Section 8.02(a) shall prohibit any transaction expressly permitted under Section 8.03 hereof), unless the failure to service the Mortgage Loansdo so will not have a Material Adverse Effect; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating registered office from the addresses address referred to in Exhibit J Section 7.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 7.11 unless it shall have provided Purchaser not less than the Agent thirty (30) days days' prior written notice of such change; and give the Agent at least thirty (30) days' prior written notice of any change by the Administrator of the location of its books and records from the address referred to in Section 7.12 (or any other address previously identified by notice given to the Agent pursuant to this Section 8.02(d); (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries maintained in conformity with GAAP; provided that this shall file on a timely basis all federalnot include the payment of any Mortgagor or Mortgaged Property taxes, and material state and local tax and information returnsassessments, reports and any other information statements governmental charges or schedules required levies subject to be filed by or the servicing standards set forth in respect of it;Section 13.13 hereof; and (f) keep in full force upon reasonable notice, permit representatives of the Agent (accompanied by representatives of any Purchaser or Noteholder who desire to do so), during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by the Agent (or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it the accompanying Purchaser or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerNoteholder).

Existence, Etc. Each Seller shalland the Guarantor will: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.07); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not (i) move its chief executive office or chief operating office from the addresses address referred to in Exhibit J Section 8.15, (ii) cause or permit any change to be made in its corporate structure, each as described in Section 8.05 or (iii) change its name, jurisdiction of organization, unless it shall have provided Purchaser not less than the Buyer thirty (30) days days’ prior written notice of such changechange and shall have first taken all action required by the Buyer for the purpose of perfecting or protecting the lien and security interest of the Buyer established hereunder; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries maintained in conformity with GAAP; provided that this shall file on a timely basis all federalnot include the payment of any Mortgagor or Mortgaged Property taxes, and material state and local tax and information returnsassessments, reports and any other information statements governmental charges or schedules required to be filed by or in respect of it;levies; and (f) keep permit representatives of the Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in full force which case, no prior notice shall be required), during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. The Seller shallwill: (ai) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (bii) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses address referred to in Exhibit J Section 3.01(a)(ix) or change its jurisdiction of organization from the jurisdiction referred to in Section 3.01(a)(ix) unless it shall have provided Purchaser not less than the Agent thirty (30) days days’ prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. maintained in conformity with GAAP; provided that this shall not include the payment of any Mortgagor or Mortgaged Property taxes, assessments, governmental charges or levies subject to the servicing standards set forth in Section 3.09 of the Servicing Agreements; and (vi) upon reasonable notice, permit representatives of the Agent (and any Note Purchaser or Noteholder holding (or holding commitments to purchase) not less than the lower of (A) the outstanding principal amount of the Notes and (B) $5,000,000 principal amount of Notes and not affiliated with any competitor of the Seller that wishes to accompany the Agent’s representatives), during normal business hours, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary requested by the Agent. For purposes of this provision, a Person will not be deemed to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force be an affiliate of another unless it controls the second person and effect all agreements and instruments by which it or any of its properties may a natural person will not be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with treated as an Owneraffiliate.

Existence, Etc. Each Seller shallwill: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to conduct its business and to perform its obligations under the Program Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Items or Buyer’s interest therein, remain in good standing under the laws of each state in which it is required to service conducts its business; and (D) not change its tax identification number, fiscal year or method of accounting without the Mortgage Loansconsent of Buyer; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all Environmental Laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 12(m) unless it shall have provided Purchaser not less than thirty (30) Buyer 30 days prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fvi) keep in full force permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documents​ Properties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentBuyer; and (hvii) comply with not directly or indirectly enter into any agreement that would be violated or breached by any Transaction or the performance by any Seller of its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerany Program Documents.

Existence, Etc. The Seller shallwill: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Mortgage LoansProgram Documents; and (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in good standing under the laws of each state in which it conducts business or any Mortgaged Property is located; (bii) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually procedures and all environmental laws), whether now in effect or hereinafter enacted or promulgated in the aggregate) to have a all material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Documentrespects; (ciii) keep adequate or cause to be kept in reasonable detail records and books of accountaccount necessary to produce financial statements that fairly present, in which complete entries will be made all material respects, the consolidated financial condition and results of operations of the Seller in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office its jurisdiction of incorporation from the addresses locations referred to in Exhibit J Section 12(l) unless it shall have provided Purchaser not less than thirty Buyer five (305) days prior Business Days written notice of following such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (hvi) comply permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time, provided that no notice shall be required at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its obligations under officers, all to the Transaction Documents extent relating to which it is a party and each other agreement entered into with an OwnerLoans subject to Transactions.

Existence, Etc. Seller shallBorrower and each Guarantor will: (a) 6.3.1. preserve and maintain its legal existencecorporate existence and, good standing except to the extent the same would not materially and adversely affect the assets, business, operations, financial condition, liabilities or capitalization of Borrower and its subsidiaries, taken as a whole, all of its material licenses required to service the Mortgage Loansrights, privileges and franchises (provided that nothing in this Section 6.3 shall prohibit any transaction permitted under Section 6.5 hereof); (b) 6.3.2. comply with the requirements of all Applicable applicable laws (including, without limitation, Environmental Laws), rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually would materially and adversely affect the assets, business, operations, financial condition, liabilities or in capitalization of Borrower or any Guarantor, or the aggregate) to have a material adverse effect on its ability of Borrower or any Guarantor to perform its obligations hereunder or under any the other Transaction DocumentCredit Documents, or the rights or remedies of Bank thereunder; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) 6.3.3. pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; 6.3.4. Seller maintain all of its properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; and 6.3.5. 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 subsidiaries shall file on a timely basis all federalbusiness and activities, and material state permit representatives of Bank, during normal business hours and local tax upon reasonable prior notice to Borrower, to examine, copy and information returnsmake extracts from its books and records, reports to inspect its properties, and any other information statements or schedules required to be filed discuss its business and affairs with its officers and independent public accountants (and by or in respect this provision Borrower authorizes said accountants to discuss the business and affairs of it; (f) keep in full force and effect the provisions of its charter documentsBorrower with such representatives), by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by Bank; provided that so long as no Default or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any Event of its properties may Default then exists, such inspections shall be bound and all applicable decrees, orders and judgments, in each case to made at the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerexpense of Bank.

Existence, Etc. Seller The Guarantor shall: (a) : preserve and maintain its legal existence, good standing existence and all of its material licenses required to service the Mortgage Loans; (b) rights, privileges and franchises; comply with the requirements of all Applicable Lawsapplicable laws, rules, rules and regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if the failure to comply with such requirements could reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect on its ability to perform its obligations hereunder the condition (financial or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxesotherwise), all depreciationbusiness, depletionoperations, obsolescence assets, properties or prospects of the Guarantor and amortization of its propertiesSubsidiaries, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) taken as a whole; pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach theretoattach, except for any such tax, assessment, charge or levy levy, the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; maintain all of its properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; permit representatives of (x) the Administrative Agent at its subsidiaries shall file on a timely basis all federalown expense prior to the occurrence of an Event of Default or at the expense of the Guarantor after the occurrence and during the continuance of an Event of Default hereunder or under the Credit Agreement or (y) any Lender at the expense of the Guarantor after the occurrence and during the continuance of an Event of Default hereunder or under the Credit Agreement, upon reasonable advance notice and during normal business hours, to examine, copy and make extracts from its books and records, to inspect its properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested in advance by the Administrative Agent or under any other Transaction Documents; such Lender (gas the case may be) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary relevant to perform its obligations hereunder the Guarantor’s creditworthiness or under any other Transaction Document; and (h) comply with performance of its obligations under this Guaranty; keep adequate records and books of account, in which complete entries will be made in accordance with GAAP; and keep insured by financially sound and reputable insurers all property of a character usually insured by companies engaged in the Transaction Documents to which it same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such companies and carry such other insurance as is a party and each other agreement entered into with an Ownerusually carried by such companies.

Existence, Etc. Seller shallwill: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Mortgage LoansProgram Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Items or Buyer’s interest therein, remain in good standing under the laws of each state in which it conducts business or any Mortgaged Property is located; and (D) not change its tax identification number, fiscal year or method of accounting without the consent of Buyer; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 12(m) unless it shall have provided Purchaser not less than thirty (30) Buyer 30 days prior written notice of such change; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fvi) keep in full force permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentBuyer; and (hvii) comply with not directly or indirectly enter into any agreement that would be violated or breached by any Transaction or the performance by Seller of its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerany Program Documents.

Existence, Etc. Seller shallThe Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required and franchises, except where the failure to service so preserve and maintain the Mortgage Loanssame (other than with respect to the maintenance of its legal existence) would not (individually or in the aggregate) have a Material Adverse Effect (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) maintain all of its Properties used in its business in good working order and its subsidiaries condition, ordinary wear and tear excepted; (e) keep adequate records and books of account (which shall file on a timely basis all federal, be maintained separate and material state and local tax and information returns, reports and apart from those of any other information statements or schedules required to Person), in which entries which are complete in all material respects will be filed by or made in respect of itaccordance with generally accepted accounting principles consistently applied; (f) keep in full force permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents;the Administrative Agent (as the case may be); and (g) keep practice and adhere to corporate formalities; maintain its principal deposit and other bank accounts and all of its assets separate from those of any other Person and ensure that no other Person is an account party or is entitled to make withdrawals with respect to the Company's principal deposit accounts; refrain from filing or otherwise initiating or supporting the filing of a motion in full force and effect all agreements and instruments by which it any bankruptcy or other insolvency proceeding involving Triarc to substantively consolidate the Company or any of its properties may be bound Subsidiaries with Triarc; and conduct all applicable decrees, orders and judgments, of its business solely in each case to the extent reasonably necessary to perform its obligations hereunder own name or under the name "ERS" or "Environmental Recycling Systems" and in any other Transaction Document; and (h) comply with its obligations case, not under the Transaction Documents to which it is a party and each other agreement entered into with an Ownername of any of its Affiliates.

Existence, Etc. Seller shallThe Company will, and will cause each of its Material Insurance Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.04 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could reasonably be reasonably likely expected (either individually or in the aggregate) to have result in a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) do all things necessary in the judgement of management to maintain, preserve, protect and keep all of its subsidiaries shall file on a timely basis all federaltangible Properties in good repair, working order and condition, and material state make all necessary and local tax proper repairs, renewals and information returnsreplacements so that its business carried on in connection therewith may be properly conducted at all times; (e) keep adequate records and books of account, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of it;accordance with generally accepted accounting principles consistently applied; and (f) keep in full force permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents; the Administrative Agent (g) keep in full force and effect all agreements and instruments by which it or any of its properties as the case may be bound and all applicable decreesbe); provided that, orders and judgments, in each case prior to the extent reasonably necessary occurrence of a Default, the Lenders will use reasonable efforts to perform coordinate their inspection through the Administrative Agent so as to minimize any disruption to the business of the Company and its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerSubsidiaries.

Existence, Etc. Seller shallThe Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 5.03 shall prohibit any transaction expressly permitted under Section 5.15 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) duly pay and discharge or cause to be paid and discharged, all taxes, assessments and governmental charges or levies imposed upon them or upon any of its Property prior to the date on which penalties attach thereto, unless and to the extent only that the same shall be contested in good faith and by appropriate proceedings, and the Borrower or such Subsidiary, as the case may be, shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested; provided that with respect to property leased to third parties, the obligations under this paragraph (c) may be satisfied by imposing substantially the same obligations upon the lessees of such property and exercising such degree of supervision and enforcement of such obligations of such lessees as shall be commercially reasonable in the reasonable opinion of the Borrower; (d) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP generally accepted accounting principles consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization applied and/or regulations of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change;any governmental regulatory body having jurisdiction thereof; and (e) pay permit representatives of any Lender through the Administrative Agent or the Administrative Agent, during normal business hours, to examine, copy and discharge all material taxesmake extracts from its books and records, assessments and governmental charges or levies imposed on it or its income or profits or on to inspect any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalProperties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents; the Administrative Agent (g) keep in full force and effect all agreements and instruments by which it or any of its properties as the case may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerbe).

Existence, Etc. Seller shallEach Borrower Party will: (a1) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Facility Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Collateral or Lender’s interest therein, remain in good standing under the laws of each state in which it conducts business or the related Mortgaged Property of any Mortgage LoansLoan is located; and (D) not change its tax identification number, fiscal year or method of accounting without prior written notice to the Lender; (b2) comply with the requirements of and conduct its business in all Applicable Lawsmaterial respects in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d4) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.01(o) unless it shall have provided Purchaser not less than Lender thirty (30) days prior written notice of such change; (e5) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f6) keep in full force permit representatives of Lender, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from each Borrower Party or Subservicer's books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentLender; and (h7) comply with its obligations under not directly or indirectly enter into any agreement that would be violated or breached by any Loan or the Transaction Documents to which it is a party and each other agreement entered into with an Ownerperformance by such Borrower Party of any Facility Document.

Existence, Etc. Seller shallEach Fund will: (a) preserve and maintain its legal existence, good standing existence and all of its (and each Borrower's) material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities (including, without limitation, truth in lending the Investment Company Act and real estate settlement proceduresall rules and regulations promulgated thereunder, and Regulations U and X and other applicable regulations of the Board of Governors of the Federal Reserve System) if failure to comply with such requirements could reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge discharge, on its own behalf and on behalf of each Borrower, all material taxes, assessments and governmental charges or levies imposed on the income, profits or Property of it or its income or profits or on any of its property such Borrower prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) pay and discharge, on its subsidiaries shall file own behalf and on the behalf of each Borrower, at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Borrower, as the case may be, or (ii) the lack of timely payment thereof could not reasonably be expected to have a timely basis all federalMaterial Adverse Effect; (e) preserve and maintain its status as a registered, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of itopen-end management investment company under the Investment Company Act; (f) keep in full force maintain at all times its current primary custodians responsible for the safekeeping of portfolio securities, unless the prior written consent of the Banks has been obtained, provided, that such consent is not required (i) of any Bank which is also such primary custodian, or (ii) for a Borrower to change its primary custodian to a bank or trust company organized under the laws of the United States or a political subdivision thereof having assets of at least $10,000,000,000 and effect the provisions a long-term debt or deposit rating of its charter documentsat least A from Standard & Poor's Ratings Group or A2 from Mxxxx'x Investor Services, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentsInc.; (g) keep in full force keep, and effect all agreements cause each of the Borrowers to keep, adequate records and instruments by which it or any books of its properties may be bound and all applicable decrees, orders and judgmentsaccount, in which complete entries will be made in accordance with GAAP and the Investment Company Act and regulations promulgated thereunder reflecting all financial transactions of each case Fund and each Borrower; (h) cause each Borrower to comply in all material respects with all investment objectives, policies, restrictions and limitations set forth or incorporated by reference in the extent reasonably necessary Prospectus and applicable to perform its obligations hereunder or under any other Transaction Documentsuch Borrower; and (hi) comply permit representatives of (i) the Administrative Agent, upon its own discretion or at the reasonable request of any Bank, and (ii) upon the occurrence and during the continuance of an Event of Default, any Bank to visit and inspect any of such Borrower's properties and examine and make abstracts from any of its books and records during normal business hours and to discuss the business, operations, properties, and financial and other condition of such Borrower with officers and employees of such Borrower and with its obligations under independent certified public accountants; provided, that, unless a Default or an Event of Default shall have occurred and be continuing, the Transaction Documents to which it is Administrative Agent shall provide the Borrowers with five Business Days' prior notice of such visit and shall only conduct such visit once a party and each other agreement entered into with an Owneryear.

Existence, Etc. Seller shallEach Borrower and their respective Subsidiaries will: (a) preserve and maintain its legal existence, good standing existence and all of its material licenses required to service the Mortgage Loansrights, privileges, licenses, and franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations regulations, and orders of Governmental Authorities and other Requirements of Law (including, without limitation, truth in lending and lending, real estate settlement procedures, consumer protection and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments assessments, and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge charge, or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (e) permit representatives of the Administrative Agent, during normal business hours upon prior written notice at a mutually desirable time (or at any time and from time to time upon the occurrence of a Default or an Event of Default and during the continuance thereof), to examine, copy and make extracts from any Borrower’s books and records, to inspect any of its subsidiaries shall file on a timely basis all federalProperties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required all to be filed the extent reasonably requested by or in respect of it;the Administrative Agent; and (f) keep limit its activities to such activities as are incident to and necessary or convenient to accomplish the following purposes: to acquire, own, hold, pledge, finance and otherwise deal with the Collateral, or with the prior written consent of the Administrative Agent, property or assets similar to the Collateral (collectively, the “Related Assets”), in full force each case, as are to be pledged to the Secured Parties pursuant to this Agreement and effect (ii) to sell, securitize or otherwise liquidate all or any portion of such Related Assets in accordance with the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerthis Agreement.

Existence, Etc. Seller shall(a) Borrower will, and will cause each of its Subsidiaries to: (ai) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (provided that nothing in this Section 9.04 shall prohibit any transaction expressly permitted under Section 9.06); (bii) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of any Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) Authority or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document;Material Adverse Effect; 68 (ciii) keep adequate records subject to the applicable Qualified Lease (other than and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxesspecifically excluding the Loews Lease), all depreciationpay and discharge, depletion, obsolescence and amortization of its propertiesor cause to be paid or discharged by the tenant, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which interest or penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; provided that Borrower shall pay, or cause the tenant under a Qualified Lease to pay, all such taxes, assessments, charges and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and levies being contested prior to the consummation of any other information statements or schedules required proceedings to be filed by or in respect of itforeclose any Lien that may have attached as security therefor; (fiv) maintain, or cause to be maintained, all of its Individual Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (v) keep adequate records and books of account, in full force which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (vi) subject to the terms of any applicable Qualified Lease, permit representatives of Lender, during normal business hours, to examine, copy and effect make extracts from its books and records, to inspect any of the provisions of Individual Properties, and to discuss its charter documentsbusiness and affairs with its officers, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents;requested by Lender. (gb) keep Borrower shall give Lender notice in full force and effect all agreements and instruments by the event it does not maintain its status as a REIT or takes any action which it or any of could lead to its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; anddisqualification as a REIT. (hc) comply with its obligations under Borrower shall give Lender notice in the Transaction Documents event it does not continue to which it is a party and each other agreement entered into with an Ownerbe listed on one of the major United States stock exchanges, including NASDAQ.

Existence, Etc. Seller shall: (a) preserve The Servicer will observe all corporate procedures required by its certificate of incorporation, by-laws and the laws of its jurisdiction of formation. The Servicer will maintain its legal existence, corporate existence in good standing and all under the laws of its material licenses jurisdiction of organization and will promptly obtain and thereafter maintain qualifications to do business as a foreign corporation in any other state in which it does business and in which it is required to service the Mortgage Loans;so qualify. (b) The Servicer will comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in all environmental laws, all laws with respect to unfair and deceptive lending practices and real estate settlement procedures) predatory lending practices), if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document;Material Adverse Effect. (c) keep adequate records and books of account, in which complete entries The Servicer (if Medallion Funding or an Affiliate thereof) will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses address referred to in Exhibit J Section 5.07 unless it shall have provided Purchaser not less than thirty (30) days the Agent 30 days’ prior written notice of such change;. The Servicer (if Medallion Funding or an Affiliate thereof) will not change its jurisdiction of organization from the jurisdiction referred to in Section 5.01. (ed) The Servicer will pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller . (e) The Servicer will permit representatives of the Agent, during normal business hours, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required all to the extent reasonably requested by the Agent (with respect to a successor Servicer, such review will be filed by or in respect limited to the operations of it;the successor Servicer relating to the servicing of the Medallion Loans). (f) keep in full force and effect the provisions of its charter documentsThe Servicer shall, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep required by applicable law, disclose all material transactions associated with this transaction in full force appropriate regulatory filings and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerpublic announcements.

Existence, Etc. Each of Seller shalland its Subsidiaries will: (a) i. preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) ii. comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities and other Requirements of Law (including, without limitation, truth in lending and lending, real estate settlement procedures, consumer protection and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) iii. keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) iv. not move its chief executive office or chief operating office from the addresses referred to in Exhibit J of such offices on the date hereof unless it shall have provided Purchaser not less than Buyer thirty (30) days prior written notice of such change; (e) v. pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and vi. Seller permit representatives of Buyer, during normal business hours upon prior written notice at a mutually desirable time (or at any time and from time to time upon the occurrence of an Event of Default and during the continuance thereof), to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentsrequested by Buyer; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.

Existence, Etc. The Seller shallwill: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (including, but not limited to, any FHA, VA or RHS licenses) or approvals (provided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in Prescribed Laws, all environmental laws, all laws with respect to unfair and deceptive lending practices and real estate settlement proceduresPredatory Lending Practices) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move change its chief executive office or chief operating office jurisdiction of organization from the addresses jurisdiction referred to in Exhibit J Section 6.11 unless it shall have provided Purchaser not less than the Buyer thirty (30) days days’ prior written notice of such change; (e) pay and discharge or cause to be paid and discharged, when due, all material taxes, assessments and governmental charges or levies imposed on it upon the Seller or upon its income or and profits or on upon any of its property prior to property, real, personal or mixed (including without limitation, the date on which penalties attach theretoPurchased Loans) or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a Lien upon such properties or any part thereof, except for any such taxtaxes, assessmentassessments and governmental charges, charge levies or levy the payment of which is being claims as are appropriately contested in good faith by appropriate proceedings diligently conducted and by proper proceedings and against with respect to which adequate reserves are being maintained. Seller provided, and its subsidiaries shall (ii) file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;; and (f) keep in full force permit representatives of the Buyer, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; requested by the Buyer by at least three (g3) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case calendar days’ prior written notice provided to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerSeller.

Existence, Etc. Seller shallEach Obligor will, and will cause each of its -------------- Material Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required and franchises if failure to service the Mortgage Loansmaintain such rights, privileges, licenses and franchises would reasonably be expected to have a Material Adverse Effect on such Obligor; provided that nothing in -------- this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.06 hereof; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could would reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect Material Adverse Effect on its ability to perform its obligations hereunder or under any other Transaction Documentsuch Obligor; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its significant property (whether real, personal or mixed and whether tangible or intangible) prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fd) keep in full force adequate records and effect the provisions books of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgmentsaccount, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentwhich complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (he) comply upon at least five Business Days' prior notice, permit officers and employees of the Administrative Agent or, with the consent of such Obligor, a Lender, to visit and inspect any of the properties of such Obligor and to examine and audit the minute books, books of account and other records of such Obligor and make copies thereof or extracts therefrom, and discuss its affairs, finances and accounts with its obligations under officers and, at the Transaction Documents to which it is a party request of the Administrative Agent and each other agreement entered into the consent of such Obligor, with an Ownersuch Obligor's independent accountants, during normal business hours as often as the Administrative Agent may reasonably desire.

Existence, Etc. Seller shallEach Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary or desirable (in the Mortgage Loansrelevant Borrower’s judgment) in the normal conduct of its business (provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.05 hereof); (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities (including, without limitation, truth in lending ERISA, all Environmental Laws and real estate settlement proceduresthe FDIA and all rules and regulations promulgated thereunder) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller maintained in accordance with generally accepted accounting principles in the United States of America; (d) maintain all of its Properties used or useful in its business in good working order and its subsidiaries shall file on a timely basis all federalcondition ordinary wear and tear excepted, except to the extent that the failure to maintain any such Property in good working order and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by condition would not (either individually or in the aggregate) have a Material Adverse Effect and would not interfere in any material respect in the ordinary conduct of itits business or operations; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles in the United States of America consistently applied; and (f) keep in full force permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary requested by such Lender or the Administrative Agent (as the case may be); provided that no Borrower shall be required to perform its obligations hereunder provide (i) the names of, or under other information that could be used to identify, account holders, (ii) any other Transaction Documents; proprietary strategic insights or statistical models concerning account holders or potential account holders, (giii) keep in full force and effect all agreements and instruments by which it information regarding the specific nature or application of any of the information-based strategies employed by COFC and its properties may be bound and all applicable decrees, orders and judgments, Subsidiaries in each case the conduct of their business or (iv) any proprietary plans or other proprietary information relating to the extent reasonably necessary to perform development of the business of COFC and its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerSubsidiaries.

Existence, Etc. Seller shallEach Obligor will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises (PROVIDED that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all Applicable applicable laws (including, without limitation, all Environmental Laws), rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or CREDIT AGREEMENT - 78 - regulatory authorities if failure to comply with such requirements could reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies in excess of U.S. $250,000 imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller maintained in accordance with GAAP; (d) comply with the provisions of any Ancillary Agreement if failure to comply therewith could reasonably be expected to have a Material Adverse Effect; (e) maintain all of its Properties used or useful in its business in good working order and its subsidiaries shall file on condition, ordinary wear and tear excepted, except to the extent the failure to maintain the same would have a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of itMaterial Adverse Effect; (f) keep adequate records and books of account, in full force which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (g) permit representatives of any Lender or the Administrative Agent during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to visit any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents; the Administrative Agent (g) keep in full force and effect all agreements and instruments by which it or any of its properties as the case may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerbe).

Existence, Etc. Seller shall: (a) preserve and maintain its legal existence, good standing existence and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, including truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office or its recording office from the addresses referred to in Exhibit J I unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party party, the Pledge Agreement, if any, and each other agreement entered into with an Ownerthe Agency.

Existence, Etc. Each of Seller shalland its Subsidiaries will: (ai) preserve and maintain (A) its legal existence, good standing existence and (B) all of its material rights, privileges, licenses required and franchises if with respect to service this clause (B) the Mortgage Loansfailure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (bii) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 12(l) unless it shall have provided Purchaser not less than Buyer thirty (30) days days’ prior written notice of such change; (ev) pay and discharge or cause to be paid and discharged, when due, all material taxes, assessments and governmental charges or levies imposed on upon it or upon its income or and profits or on upon any of its property prior to property, real, personal or mixed (including without limitation, the date on which penalties attach theretoPurchased Assets) or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a Lien upon such properties or any part thereof, except for any such taxtaxes, assessmentassessments and governmental charges, charge levies or levy the payment of which is being claims as are appropriately contested in good faith by appropriate proceedings diligently conducted and by proper proceedings and against with respect to which adequate reserves are being maintained. provided; and each of Seller and its subsidiaries shall Subsidiaries will file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;; and (fvi) keep in full force permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default or Event of Termination, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. Each of Seller shalland its Subsidiaries will: (ai) (A) preserve and maintain its legal existence, good standing existence and all of its material licenses required rights, privileges, franchises; (B) maintain all licenses, permits or other approvals necessary to service conduct its business and to perform its obligations under the Mortgage LoansProgram Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in good standing under the laws of each state in which it conducts business or any Mortgaged Property is located; and (D) not change its tax identification number, fiscal year or method of accounting without the consent of Buyer; (bii) comply with the requirements of and conduct its business strictly in accordance with all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if the failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (div) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such changereserved; (ev) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (fvi) keep in full force permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction DocumentBuyer; and (hvii) comply with its obligations under not directly or indirectly enter into any agreement that would be violated or breached by any Transaction or the Transaction Documents to which it is a party and each other agreement entered into with an Ownerperformance by Seller of any Program Document.

Existence, Etc. Seller shall: (a) preserve Preserve and maintain its legal existence, good standing existence (except in the case of Inactive Subsidiaries) and all material permits, licenses and other Governmental Authority authorizations necessary to enable it to operate each of its material licenses required to service Parks (other than seasonal permits and liquor licenses, which it anticipates will be obtained in the Mortgage Loansnormal course); PROVIDED that nothing in this Section 9.3 shall prohibit any transaction expressly permitted under Section 10.4; PROVIDED, FURTHER, that any direct Subsidiary of Parent may be merged or consolidated with or into: (i) Parent, if Parent shall be the continuing or surviving corporation or (ii) any other Subsidiary of Parent which is a Domestic Subsidiary, provided that if any such transaction shall be between a Subsidiary of Parent and a Subsidiary Guarantor, such Subsidiary Guarantor shall be the continuing or surviving corporation; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such obligation, tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained to the extent required by GAAP; PROVIDED that, and material state and local tax and information returnswith respect to taxes assessed against Real Properties, reports and any other information statements or schedules required to such taxes can be filed by or in respect of itcontested without payment under applicable law; (fc) maintain and preserve all of its Properties material to the conduct of the Business of Parent, Holdings and its Subsidiaries (taken as a whole) in good working order and condition; (d) keep adequate records and books of account, in full force which complete entries will be made in accordance with GAAP consistently applied; and (e) permit representatives of any Lender or the Administrative Agent, upon reasonable notice and effect the provisions during normal business hours (and, except if a Default shall have occurred and be continuing, not more frequently than once each calendar quarter), to examine, copy and make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers and the general managers of its Parks, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents; the Administrative Agent (g) keep in full force and effect all agreements and instruments by which it or any of its properties as the case may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerbe).

Existence, Etc. Each of Seller shalland its Subsidiaries will: (a) i. preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) ii. comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities and other Requirements of Law (including, without limitation, truth in lending and lending, real estate settlement procedures, consumer protection and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) iii. keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) iv. not move its chief executive office or chief operating office from the addresses referred to in Exhibit J of such offices on the date hereof unless it shall have provided Purchaser not less than Buyer and Agent thirty (30) days prior written notice of such change; (e) v. pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and vi. Seller permit representatives of Buyer and/or Agent on behalf of Buyer, during normal business hours upon prior written notice at a mutually desirable time (or at any time and from time to time upon the occurrence of an Event of Default and during the continuance thereof), to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by Buyer or under any other Transaction DocumentsAgent; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.

Existence, Etc. Seller shallEach of the Borrower and each Related Party will: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if the failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.14 unless it shall have provided Purchaser not less than thirty (30) the Lender 30 days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;; and (f) keep in full force permit representatives of the Lender or any Lender-Related Party, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time (or at any time and effect from time to time during the provisions continuance of an Event of Default), to examine, copy and make extracts from its and the Servicer's books and records, to inspect any of its charter documentsand the Servicer's Properties, by-lawsand to discuss its and the Servicer's business and affairs with its and the Servicer's officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it the Lender or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerLender-Related Party.

Existence, Etc. Seller The Guarantor and Borrower shall, and Borrower shall cause each of its REO Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.13 unless it shall have provided Purchaser not less than thirty (30) the Lender 15 days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force permit representatives of the Lender, during normal business hours upon three (3) Business Days prior written notice at a mutually desirable time, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably requested by the Lender. The Borrower and Guarantor hereby acknowledge and confirm that the Lender (i) will rely on such information in the performance of the services contemplated by Agreement without independently investigating or verifying any of it and (ii) assumes no responsibility for the accuracy or completeness of such information. The Lender hereby acknowledges the confidential nature of the information to be provided to it by the Borrower or Guarantor and agrees that it will not disclose any such information to any third party (other than its Affiliates, its counsel or its independent accountants) without the prior written consent of the Borrower or Guarantor, respectively; provided however the Lender may use such information if necessary in connection with an Event of Default hereunder to perform its obligations hereunder market the Mortgage Loans or under any other Transaction Documents;REO Properties for sale; and (g) at all times, maintain and keep in full force insurance with financially sound and effect all agreements reputable insurance companies or associations in such amounts and instruments covering such risks as are usually carried by companies engaged in the same or a similar business and similarly situated, which it or any of its properties insurance may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerprovide for reasonable deductibility from coverage thereof.

Existence, Etc. Each of Seller shalland its Subsidiaries will: (a) i. preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) ii. comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities and other Requirements of Law (including, without limitation, truth in lending and lending, real estate settlement procedures, consumer protection and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) iii. keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) iv. not move its chief executive office or chief operating office from the addresses referred to in Exhibit J of such offices on the date hereof unless it shall have provided Purchaser not less than Buyer thirty (30) days prior written notice of such change; (e) v. pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and vi. Seller permit representatives of Buyer, during normal business hours upon prior written notice at a mutually desirable time (or at any time and from time to time upon the occurrence of an Event of Default and during the continuance thereof), to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force requested by Buyer and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case subject to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerDue Diligence Cap.

Existence, Etc. Seller shallEach of MCC and the Borrower will, and will cause each of its Restricted Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required and franchises, provided that nothing in this Section shall prohibit any transaction expressly permitted under Section 6.01, or prohibit the conversion of a Restricted Subsidiary of MCC or the Borrower from a corporation or partnership into a limited liability company, so long as, after giving effect to service such conversion, such Restricted Subsidiary shall have executed and delivered such instruments, and delivered such proof of corporate or other action and opinions of counsel, as the Mortgage LoansAdministrative Agent shall deem appropriate to confirm the obligations of such Restricted Subsidiary under the Security Documents; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller maintained in accordance with GAAP; (d) maintain all of its Properties used or useful in its business in good working order and its subsidiaries shall file on a timely basis all federalcondition, ordinary wear and material state tear excepted; (e) keep adequate records and local tax and information returnsbooks of account, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of itaccordance with generally accepted accounting principles consistently applied; (f) keep in full force permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents;the Administrative Agent (as the case may be); and (g) keep in full force and effect all agreements and instruments by which it not commingle its funds with those of ShiversQuesto or any other Subsidiary of ShiversQuesto (other than MCC, the Borrower and its properties may be bound Restrictedtheir respective Subsidiaries), or use its funds other than in the business conducted by MCC, the Borrower and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerRestrictedtheir respective Subsidiaries.

Existence, Etc. Seller shallThe Company will, and will cause each of its Subsidiaries to: (a) a. preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required and franchises (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.5 hereof); provided, however, that the Company may permit the dissolution of any of its Subsidiaries (and any such Subsidiary may suffer such dissolution) if, at the time of such dissolution, such Subsidiary has no assets, engages in no business and otherwise has no activities other than activities related to service the Mortgage Loansmaintenance of its corporate existence in good standing; (b) b. comply with the requirements of all Applicable Lawsapplicable Legal Requirements, rulesas in effect from time to time, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could reasonably be reasonably likely (either individually or in the aggregate) expected to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) c. pay and discharge all material taxes, assessments and governmental charges or levies in excess of $500,000 imposed on it or on its income or profits or on any of its assets or property prior to the date on which the penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect d. subject to Section 6.15 of the provisions Credit Agreement, maintain all of its charter documentsassets and properties used or useful in its business in good working order and condition, by-lawsordinary wear and tear excepted, operating agreements or similar organizational documents in each case except to the extent reasonably necessary the failure to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to maintain the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documentsame would not have a Material Adverse Effect; and e. keep adequate records and books of accounts, in which complete entries will be made in accordance with GAAP. Without limiting the generality of the foregoing, the Company will, and will cause each of its Subsidiaries to: (hi) comply do all things necessary to maintain its corporate existence separate and apart from its Affiliates, including, without limitation holding regular meetings of its shareholders and Board of Directors and maintaining appropriate corporate books and record (including current minute books); (ii) not suffer any limitation on the authority of its own officers and directors to conduct its business and affairs in accordance with their independent business judgment other than pursuant to Article VI of the Credit Agreement, or authorize or suffer any Person other than its obligations own officers to conduct its business and affairs in accordance with the independent judgment, or authorize or suffer any Person other than its own officers and directors to act on its behalf with respect to matters (other than matters customarily delegated to others under the Transaction Documents power of attorney) for which a corporation's own officers and directors would customarily be responsible; and (iii) (A) maintain or cause to which be maintained by an agent or employee under its physical control and possession all its books and records, (B) account for and manage all of its liabilities separately from those of any other Person, including, without limitation, payment by it is a party of all payroll and each other agreement entered into with an Owneradministrative expenses and taxes from its own assets, (C) segregate and identify separately all of its assets from those of any other Person and (D) maintain employees, and pay its employees, officers and agents for services performed on its behalf.

Existence, Etc. Seller shall: (aA) preserve Preserve, renew and maintain in full force and effect its legal existence, good standing and all existence under the laws of the jurisdiction of its material organization (other than with respect to any Subsidiary that (x) has aggregate assets with a value not in excess of $100,000, (y) conducts no Business and (z) does not Guarantee any Guarantor Indebtedness under any Indenture or is not a loan party to the Six Flags Credit Agreement) and (B) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses required and franchises necessary or desirable in the normal conduct of its business, except in the case of clause (B) above, to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if extent that failure to comply with such requirements could be reasonably likely (do so, either individually or in the aggregate) , could not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder Material Adverse Effect or under any other Transaction Documentthan as a consequence of the Bankruptcy Case; (cii) keep adequate records Pay and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for discharge all Federal income taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such obligation, tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained to the extent required by GAAP; provided that, and material state and local tax and information returnswith respect to taxes assessed against Real Properties, reports and any other information statements or schedules required to such taxes can be filed by or in respect of itcontested without payment under applicable law; (fiii) keep in full force Maintain and effect the provisions preserve all of its charter documentsProperties material to the conduct of the Business of SFI and its Subsidiaries (taken as a whole) in good working order and condition, by-lawsexcept for failures that, operating agreements either individually or similar organizational documents in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (iv) Keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; and (v) Permit representatives of the Lender, upon reasonable notice and during normal business hours (and, except if an Event of Default shall have occurred and be continuing, not more frequently than once each case calendar quarter), to examine, copy and make extracts from its books and records, to visit and inspect any of its Properties, and to discuss its business, finances, condition and affairs with its officers and independent accountants and the general managers of its Parks, all to the extent reasonably necessary requested by the Lender. The Lender shall give the Guarantors the opportunity to perform participate in any discussions with the Guarantors’ independent public accountants and the general managers of its obligations hereunder or under any other Transaction Documents; Parks (g) keep as such term is defined in full force and effect all agreements and instruments by which it the Six Flags Credit Agreement). Notwithstanding anything to the contrary in this Section 12(e)(v), none of SFI or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (A) constitutes non-financial trade secrets or non-financial proprietary information or (B) in respect of its properties may be bound and all applicable decrees, orders and judgments, in each case which disclosure to the extent reasonably necessary to perform its obligations hereunder Lender (or under their respective representatives or contractors) is prohibited by law or any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.binding agreement;

Existence, Etc. Seller The Guarantor and Borrower shall, and Borrower shall cause each of its REO Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.13 unless it shall have provided Purchaser not less than thirty (30) the Lender 15 days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force permit representatives of the Lender, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably requested by the Lender. The Borrower and Guarantor hereby acknowledge and confirm that the Lender (i) will rely on such information in the performance of the services contemplated by Agreement without independently investigating or verifying any of it and (ii) assumes no responsibility for the accuracy or completeness of such information. The Lender hereby acknowledges the confidential nature of the information to be provided to it by the Borrower or Guarantor and agrees that it will not disclose any such information to any third party (other than its Affiliates, its counsel or its independent accountants) without the prior written consent of the Borrower or Guarantor, respectively; provided however, the Lender may use such information if necessary in connection with an Event of Default hereunder to perform its obligations hereunder market the Mortgage Loans or under any other Transaction Documents;REO Properties for sale; and (g) at all times, maintain and keep in full force insurance with financially sound and effect all agreements reputable insurance companies or associations in such amounts and instruments covering such risks as are usually carried by companies engaged in the same or a similar business and similarly situated, which it or any of its properties insurance may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerprovide for reasonable deductibility from coverage thereof.

Existence, Etc. Seller The Borrower shall, and shall cause each REO Subsidiary to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loansand franchises; (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and lending, real estate settlement proceduresprocedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J Section 6.13 unless it shall have provided Purchaser not less than thirty (30) the Lender 15 days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably requested by the Lender. The Borrower hereby acknowledges and confirms that the Lender (i) will rely on such information in the performance of the services contemplated by Agreement without independently investigating or verifying any of it and (ii) assumes no responsibility for the accuracy or completeness of such information. The Lender hereby acknowledges the confidential nature of the information to be provided to it by the Borrower and agrees that it will not disclose any such information to any third party (other than its Affiliates, its counsel or its independent accountants) without the prior written consent of the Borrower; provided however, the Lender may use such information if necessary in connection with an Event of Default hereunder to perform its obligations hereunder market the Mortgage Loans or under any other Transaction Documents;REO Properties for sale; and (g) at all times, maintain and keep in full force insurance with financially sound and effect all agreements reputable insurance companies or associations in such amounts and instruments covering such risks as are usually carried by companies engaged in the same or a similar business and similarly situated, which it or any of its properties insurance may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerprovide for reasonable deductibility from coverage thereof.

Existence, Etc. Seller Each of NCCC, NCRC and NCMC shall: (a1) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (b2) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d4) not move (i) cause or permit any change to be made in its chief executive office name, organizational identification number, identity or chief operating office from the addresses referred to corporate structure, each as described in Exhibit J Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Purchaser not less than Buyer thirty (30) days days’ prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (e5) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. Seller shallThe Company will, and will cause each of its --------------- Material Insurance Subsidiaries to: (a) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service the Mortgage Loans;and franchises (provided that nothing in this -------- Section 8.03 shall prohibit any transaction expressly permitted under Section 8.04 hereof); Credit Agreement ---------------- (b) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) governmental or regulatory authorities if failure to comply with such requirements could reasonably be reasonably likely expected (either individually or in the aggregate) to have result in a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; (d) do all things necessary in the judgement of management to maintain, preserve, protect and keep all of its subsidiaries shall file on a timely basis all federaltangible Properties in good repair, working order and condition, and material state make all necessary and local tax proper repairs, renewals and information returnsreplacements so that its business carried on in connection therewith may be properly conducted at all times; (e) keep adequate records and books of account, reports and any other information statements or schedules required to in which complete entries will be filed by or made in respect of it;accordance with generally accepted accounting principles consistently applied; and (f) keep in full force permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and effect the provisions make extracts from its books and records, to inspect any of its charter documentsProperties, by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder requested by such Lender or under any other Transaction Documents; the Administrative Agent (g) keep in full force and effect all agreements and instruments by which it or any of its properties as the case may be bound and all applicable decreesbe); provided that, orders and judgments, in each case prior to the extent reasonably necessary occurrence of a Default, the Lenders will use -------- reasonable efforts to perform coordinate their inspection through the Administrative Agent so as to minimize any disruption to the business of the Company and its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerSubsidiaries.

Existence, Etc. Seller shall: (ai) preserve (A) Preserve, renew and maintain in full force and effect its legal existence, good standing and all existence under the laws of the jurisdiction of its material organization (other than with respect to Inactive Subsidiaries) and (B) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses required and franchises necessary or desirable in the normal conduct of its business, except (x) in the case of clause (B) above, to service the Mortgage Loansextent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (y) in the case of clause (A) or (B) above, pursuant to a transaction permitted by Section 12(e); (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (eii) pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such obligation, tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federalmaintained to the extent required by GAAP; provided that, and material state and local tax and information returnswith respect to taxes assessed against Real Properties, reports and any other information statements or schedules required to such taxes can be filed by or in respect of itcontested without payment under applicable law; (fiii) maintain and preserve all of its Properties material to the conduct of the Business of Parent, Holdings and its Subsidiaries (taken as a whole) in good working order and condition, except for failures that could not reasonably be expected to result in a Material Adverse Effect; (iv) keep adequate records and books of account, in full force which complete entries will be made in accordance with GAAP consistently applied; and (v) permit representatives of the Lender, upon reasonable notice and effect the provisions during normal business hours (and, except if a Default shall have occurred and be continuing, not more frequently than once each calendar quarter), to examine, copy and make extracts from its books and records, to visit and inspect any of its charter documentsProperties, by-lawsand to discuss its business, operating agreements or similar organizational documents in each case finances, condition and affairs with its officers and independent public accountants and the park presidents of the Georgia Park and the Texas Park, all to the extent reasonably necessary requested by the Lender. The Lender shall give Parent the opportunity to perform its obligations hereunder or under participate in any other Transaction Documents; (g) keep such discussion with the park presidents of the Georgia Park and the Texas Park and Parent’s independent public accountants. Notwithstanding anything to the contrary in full force and effect all agreements and instruments by which it this Section 11(c)(v), none of Parent or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (A) constitutes non-financial trade secrets or non-financial proprietary information or (B) in respect of its properties may be bound and all applicable decrees, orders and judgments, in each case which disclosure to the extent reasonably necessary to perform Lender (or its obligations hereunder representatives or under contractors) is prohibited by law or any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerbinding agreement.

Existence, Etc. Seller shall, with respect to itself, and shall cause Guarantor to, with respect to Guarantor: (a1) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (provided that nothing in this Section 12(c)(1) shall prohibit any transaction expressly permitted under Section 12(d)); (b2) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d4) not move (i) cause or permit any change to be made in its chief executive office name, organizational identification number, identity or chief operating office from the addresses referred to corporate structure, each as described in Exhibit J Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Purchaser not less than Buyer thirty (30) days days’ prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (e5) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller ; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its subsidiaries shall file on a timely basis all federalbooks and records, to inspect any of its Properties, and material state to discuss its business and local tax and information returnsaffairs with its officers, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case all to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments requested by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an OwnerBuyer.

Existence, Etc. Each Seller shallwill with respect to itself: (a1) preserve and maintain its legal existence, good standing existence and all of its material rights, privileges, licenses required to service and franchises necessary for the Mortgage Loansoperation of its business (provided, that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (b2) comply with the requirements of all Applicable Lawsapplicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement proceduresall environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction DocumentMaterial Adverse Effect; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d4) not move (i) cause or permit any change to be made in its chief executive office name, organizational identification number, identity or chief operating office from the addresses referred to corporate structure, each as described in Exhibit J Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Purchaser not less than thirty (30) days Buyer 30 days' prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (e5) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it;; and (f6) keep in full force make available to Buyer and effect permit Buyer, subject to its representatives entering to a confidentiality agreement with Seller with provisions substantially similar to the provisions of Section 28, upon reasonable notice (unless a Static Pool Event shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its charter documentsbooks and records (subject to the proviso at the end of this sentence), by-lawsand to discuss its business and affairs with its officers, operating agreements or similar organizational documents in each case all to the extent reasonably necessary requested by Buyer; provided, that Buyer shall not be allowed to perform its obligations hereunder (a) copy Seller's operating agreement or under any subscription agreement, or (b) copy or review Seller's proprietary trading systems. Any confidential information in the possession of Buyer pursuant to this clause (6) shall, upon termination of this Agreement, be returned to Seller or destroyed by Buyer other Transaction Documents; (g) keep than certain information retained in full force and effect all agreements and instruments by which it or any the legal files of its properties may be bound and all applicable decrees, orders and judgments, in each case Buyer pursuant to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Ownerdetermination of Buyer's counsel.