ITSELF (OR SUFFER ANY
LIQUIDATION OR DISSOLUTION), OR ACQUIRE OR BE ACQUIRED BY ANY PERSON, OR CONVEY,
SELL, LOAN OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY OR
BUSINESS, EXCEPT AS PROVIDED FOR IN THIS AGREEMENT.
(J)
DISTRIBUTIONS.
THE BORROWER MAY NOT DECLARE OR PAY OR MAKE,
DIRECTLY OR INDIRECTLY, ANY DISTRIBUTION (WHETHER IN CASH OR OTHER PROPERTY)
WITH RESPECT TO ANY PERSON'S EQUITY INTEREST IN THE BORROWER (COLLECTIVELY, A
"DISTRIBUTION"); PROVIDED, HOWEVER, IF NO EARLY TERMINATION EVENT HAS OCCURRED
OR WILL OCCUR AS A RESULT THEREOF, THE BORROWER MAY MAKE DISTRIBUTIONS.
(K)
AGREEMENTS.
THE BORROWER SHALL NOT AMEND OR MODIFY (I) THE
PROVISIONS OF ITS LIMITED LIABILITY COMPANY AGREEMENT OR (II) THE PURCHASE
AGREEMENT WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT AND PRIOR WRITTEN
NOTICE TO EACH MANAGING AGENT, OR ISSUE ANY POWER OF ATTORNEY EXCEPT TO THE
ADMINISTRATIVE AGENT OR THE SERVICER.
(L)
SEPARATE EXISTENCE.
THE BORROWER SHALL:
(I)
MAINTAIN ITS OWN DEPOSIT ACCOUNT OR ACCOUNTS, SEPARATE FROM THOSE OF
ANY AFFILIATE, WITH COMMERCIAL BANKING INSTITUTIONS.
THE FUNDS OF THE BORROWER
WILL NOT BE DIVERTED TO ANY OTHER PERSON OR FOR OTHER THAN CORPORATE USES OF THE
BORROWER.
58
(II)
ENSURE THAT, TO THE EXTENT THAT IT SHARES THE SAME PERSONS AS
OFFICERS OR OTHER EMPLOYEES AS ANY OF ITS AFFILIATES, THE SALARIES OF AND THE
EXPENSES RELATED TO PROVIDING BENEFITS TO SUCH OFFICERS OR EMPLOYEES SHALL BE
FAIRLY ALLOCATED AMONG SUCH ENTITIES, AND EACH SUCH ENTITY SHALL BEAR ITS FAIR
SHARE OF THE SALARY AND BENEFIT COSTS ASSOCIATED WITH ALL SUCH COMMON OFFICERS
AND EMPLOYEES.
(III)
ENSURE THAT, TO THE EXTENT THAT IT JOINTLY CONTRACTS WITH ANY OF ITS
AFFILIATES TO DO BUSINESS WITH VENDORS OR SERVICE PROVIDERS OR TO SHARE OVERHEAD
EXPENSES, THE COSTS INCURRED IN SO DOING SHALL BE ALLOCATED FAIRLY AMONG SUCH
ENTITIES, AND EACH SUCH ENTITY SHALL BEAR ITS FAIR SHARE OF SUCH COSTS.
TO THE
EXTENT THAT THE BORROWER CONTRACTS OR DOES BUSINESS WITH VENDORS OR SERVICE
PROVIDERS WHEN THE GOODS AND SERVICES PROVIDED ARE PARTIALLY FOR THE BENEFIT OF
ANY OTHER PERSON, THE COSTS INCURRED IN SO DOING SHALL BE FAIRLY ALLOCATED TO OR
AMONG SUCH ENTITIES FOR WHOSE BENEFIT THE GOODS AND SERVICES ARE PROVIDED, AND
EACH SUCH ENTITY SHALL BEAR ITS FAIR SHARE OF SUCH COSTS.
ALL MATERIAL
TRANSACTIONS BETWEEN BORROWER AND ANY OF ITS AFFILIATES SHALL BE ONLY ON AN
ARM'S LENGTH BASIS.
(IV)
MAINTAIN A PRINCIPAL EXECUTIVE AND ADMINISTRATIVE OFFICE THROUGH WHICH
ITS BUSINESS IS CONDUCTED SEPARATE FROM THOSE OF ITS AFFILIATES.
TO THE EXTENT
THAT BORROWER AND ANY OF ITS AFFILIATES HAVE OFFICES IN THE SAME LOCATION, THERE
SHALL BE A FAIR AND APPROPRIATE ALLOCATION OF OVERHEAD COSTS AMONG THEM, AND
EACH SUCH ENTITY SHALL BEAR ITS FAIR SHARE OF SUCH EXPENSES.
(V)
CONDUCT ITS AFFAIRS STRICTLY IN ACCORDANCE WITH ITS LIMITED LIABILITY
COMPANY AGREEMENT AND OBSERVE ALL NECESSARY, APPROPRIATE AND CUSTOMARY LEGAL
FORMALITIES, INCLUDING, BUT NOT LIMITED TO, HOLDING ALL REGULAR AND SPECIAL
DIRECTOR'S MEETINGS APPROPRIATE TO AUTHORIZE ALL ACTION, KEEPING