BASIS REASONABLY RELATED TO ACTUAL USE AND ALLOCATE TAXES ON
THE BASIS OF THEIR RESPECTIVE INCOMES IN ACCORDANCE WITH APPLICABLE FEDERAL
REGULATIONS;
21
(IV)
AT ALL TIMES HAVE AT LEAST ONE "INDEPENDENT
MANAGER", AS DEFINED IN AND AS REQUIRED UNDER THE SELLER'S LIMITED LIABILITY
COMPANY AGREEMENT AND HAVE AT LEAST ONE OFFICER RESPONSIBLE FOR MANAGING ITS
DAY-TO-DAY BUSINESS AND MANAGE SUCH BUSINESS BY OR UNDER THE DIRECTION OF ITS
BOARD OF MANAGERS;
(V)
MAINTAIN ITS BOOKS AND RECORDS SEPARATE FROM
THOSE OF ANY AFFILIATE;
(VI)
PREPARE ITS FINANCIAL STATEMENTS SEPARATELY
FROM THOSE OF ITS OTHER AFFILIATES AND INSURE THAT ANY CONSOLIDATED FINANCIAL
STATEMENTS OF THE ORIGINATOR HAVE NOTES TO THE EFFECT THAT THE SELLER IS A
SEPARATE ENTITY WHOSE CREDITORS HAVE A CLAIM ON ITS ASSETS PRIOR TO THOSE ASSETS
BECOMING AVAILABLE TO ITS EQUITY HOLDERS AND THEREFORE TO ANY CREDITORS OF THE
ORIGINATOR;
(VII)
USE ITS BEST EFFORTS NOT TO COMMINGLE ITS FUNDS
OR OTHER ASSETS WITH THOSE OF ANY OTHER AFFILIATE, AND NOT TO HOLD ITS ASSETS IN
ANY MANNER THAT WOULD CREATE AN APPEARANCE THAT SUCH ASSETS BELONG TO ANY OTHER
AFFILIATE, AND NOT MAINTAIN BANK ACCOUNTS OR OTHER DEPOSITORY ACCOUNTS TO WHICH
ANY AFFILIATE IS AN ACCOUNT PARTY, INTO WHICH ANY AFFILIATE MAKES DEPOSITS OR
FROM WHICH ANY AFFILIATE HAS THE POWER TO MAKE WITHDRAWALS;
(VIII)
NOT PERMIT ANY AFFILIATE TO PAY ITS OPERATING
EXPENSES (EXCEPT PURSUANT TO ALLOCATION ARRANGEMENTS THAT COMPLY WITH THE
REQUIREMENTS OF SUBSECTION (II) OR (III) OF THIS SECTION 5.01(L) OR PURSUANT TO
THE TERMS OF THE SALE AGREEMENT);
(IX)
NOT GUARANTEE ANY OBLIGATION OF ANY
AFFILIATE NOR (TO THE EXTENT THAT THE SELLER HAS THE LEGAL POWER TO PREVENT
SUCH) HAVE ANY OF ITS OBLIGATIONS GUARANTEED BY ANY SUCH AFFILIATE, (EITHER
DIRECTLY OR BY SEEKING CREDIT BASED ON THE ASSETS OF SUCH AFFILIATE) OR
OTHERWISE HOLD ITSELF OUT AS RESPONSIBLE FOR THE DEBTS OF ANY AFFILIATE;
(X)
MAINTAIN AT ALL TIMES STATIONERY AND A
TELEPHONE NUMBER SEPARATE FROM THAT OF ANY AFFILIATE AND WHICH TELEPHONE NUMBER
WILL BE ANSWERED IN ITS OWN NAME, AND HAVE ALL ITS OFFICERS AND EMPLOYEES
CONDUCT ALL OF ITS BUSINESS SOLELY IN ITS OWN NAME;
(XI)
HOLD MEETINGS OF ITS MEMBERS AND/OR BOARD OF
MANAGERS IN ACCORDANCE WITH THE PROVISIONS OF ITS LIMITED LIABILITY COMPANY
AGREEMENT AND OTHERWISE TAKE SUCH ACTIONS AS ARE NECESSARY ON ITS PART TO ENSURE
THAT ALL ORGANIZATIONAL PROCEDURES REQUIRED BY ITS CERTIFICATE OF FORMATION AND
LIMITED LIABILITY COMPANY AGREEMENT ARE DULY AND VALIDLY TAKEN;
(XII)
MAINTAIN A SEPARATE OFFICE FROM THE OFFICES OF
ANY OF ITS AFFILIATES AND IDENTIFY SUCH OFFICE BY A SIGN IN ITS OWN NAME;
(XIII)
PAY DIVIDENDS OR OTHER DISTRIBUTIONS TO ITS
MEMBERS ONLY IF (A) NO OTHER DIVIDEND OR DISTRIBUTION HAS BEEN PAID DURING THE
CALENDAR MONTH IN WHICH SUCH AMOUNT IS PAID, (B) SUCH DIVIDEND OR DISTRIBUTION
HAS BEEN DULY AUTHORIZED BY ITS BOARD OF MANAGERS IN ACCORDANCE WITH APPLICABLE
LAW AND (C) ITS NET WORTH, DETERMINED IMMEDIATELY AFTER GIVING EFFECT TO SUCH
DIVIDEND