AMOUNT OF CLAIMS
ARISING UNDER THE POLICY, OR ANY PREDECESSOR POLICY, IN ANY YEAR AND (B) A LOSS
LIMIT PER OCCURRENCE OR LOCATION GREATER THAN OR EQUAL TO THE DISCOUNTED VALUE
FOR THE RECEIVABLES ARISING UNDER THE RELEVANT CONTRACTS OR (II) MAY BE A
SEPARATE INSURANCE POLICY COVERING THE DISCOUNTED VALUE FOR THE RECEIVABLES
ARISING UNDER THE RELEVANT CONTRACTS.
THE SELLER SHALL REMIT, OR SHALL CAUSE TO
BE REMITTED, THE PROCEEDS OF ANY SUCH INSURANCE POLICY TO A LOCK-BOX ACCOUNT..
(L)
SEPARATE IDENTITY.
TAKE ALL ACTIONS REQUIRED TO MAINTAIN THE BUYER'S
STATUS AS A SEPARATE LEGAL ENTITY, INCLUDING, WITHOUT LIMITATION, (I) NOT
HOLDING THE BUYER OUT TO THIRD PARTIES AS OTHER THAN AN ENTITY WITH ASSETS AND
LIABILITIES DISTINCT FROM THE SELLER AND THE SELLER'S OTHER SUBSIDIARIES; (II)
NOT HOLDING ITSELF OUT TO BE RESPONSIBLE FOR THE DEBTS OF THE BUYER OR, OTHER
THAN BY REASON OF OWNING MEMBER INTERESTS OF THE BUYER, FOR ANY DECISIONS OR
ACTIONS RELATING TO THE BUSINESS AND AFFAIRS OF THE BUYER; (III) CAUSING ANY
FINANCIAL STATEMENTS CONSOLIDATED WITH THOSE OF THE BUYER TO ADDRESS (BY
FOOTNOTE OR OTHERWISE AND IN LANGUAGE REASONABLY SATISFACTORY TO THE BUYER AND
THE COLLATERAL AGENT) THE SEPARATE CORPORATE EXISTENCE OF THE BUYER AND THE
BUYER'S OWNERSHIP OF THE RECEIVABLES; (IV) TAKING SUCH OTHER ACTIONS AS ARE
NECESSARY ON ITS PART TO ENSURE THAT ALL PROCEDURES REQUIRED BY ITS CERTIFICATE
OF INCORPORATION AND BY-LAWS AND THE BUYER'S LIMITED LIABILITY COMPANY AGREEMENT
ARE DULY AND VALIDLY TAKEN; (V) KEEPING CORRECT AND COMPLETE RECORDS AND BOOKS
OF ACCOUNT AND CORPORATE MINUTES; (VI) NOT ACTING IN ANY OTHER MATTER THAT COULD
FORESEEABLY MISLEAD OTHERS WITH RESPECT TO THE BUYER'S SEPARATE IDENTITY; AND
(VII) TAKING SUCH OTHER ACTIONS AS MAY BE NECESSARY ON ITS PART TO ENSURE THAT
THE BUYER IS IN COMPLIANCE AT ALL TIMES WITH SECTION 5.01(L) OF THE RECEIVABLES
PURCHASE AGREEMENT.
(M)
TAXES.
FILE OR CAUSE TO BE FILED, AND CAUSE EACH OF ITS SUBSIDIARIES WITH
WHOM IT SHARES CONSOLIDATED TAX LIABILITY TO FILE, ALL FEDERAL, STATE AND LOCAL
TAX RETURNS WHICH ARE REQUIRED TO BE FILED BY IT, EXCEPT WHERE THE FAILURE TO
FILE SUCH RETURNS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT ON THE COLLECTIBILITY OF THE TRANSFERRED ASSETS OR THE ABILITY OF THE
SELLER TO PERFORM ITS OBLIGATIONS HEREUNDER OR UNDER ANY OTHER FACILITY DOCUMENT
TO WHICH IT IS A PARTY OR WHICH COULD OTHERWISE BE REASONABLY EXPECTED TO EXPOSE
THE BUYER TO A MATERIAL LIABILITY.
THE SELLER SHALL PAY OR CAUSE TO BE PAID ALL
TAXES SHOWN TO BE DUE AND PAYABLE ON SUCH RETURNS OR ON ANY ASSESSMENTS RECEIVED
BY IT, OTHER THAN ANY TAXES OR ASSESSMENTS, THE VALIDITY OF WHICH ARE BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH THE
SELLER OR THE APPLICABLE SUBSIDIARY SHALL HAVE SET ASIDE ADEQUATE RESERVES ON
ITS BOOKS IN ACCORDANCE WITH GAAP AND WHICH PROCEEDINGS COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE COLLECTIBILITY OF