CASE
OF A GENERAL PARTNERSHIP, EACH GENERAL PARTNER IN THE CASE OF A LIMITED
PARTNERSHIP, OR THE MANAGING MEMBER IN THE CASE OF A LIMITED LIABILITY COMPANY
(EACH AN "SPE COMPONENT ENTITY") OF BORROWER, AS APPLICABLE, SHALL
75
BE A CORPORATION OR A SINGLE MEMBER DELAWARE LIMITED LIABILITY COMPANY (WHICH
SHALL COMPLY WITH ALL ADDITIONAL PROVISIONS CONTAINED HEREIN WITH RESPECT TO
DELAWARE LIMITED LIABILITY COMPANIES) WHOSE SOLE ASSET IS ITS INTEREST IN
BORROWER.
EACH SPE COMPONENT ENTITY (I) WILL AT ALL TIMES COMPLY WITH EACH OF
THE COVENANTS, TERMS AND PROVISIONS CONTAINED IN SECTION 6.1(A)(III) - (VI) AND
(VIII) - (XXI), AS IF SUCH REPRESENTATION, WARRANTY OR COVENANT WAS MADE
DIRECTLY BY SUCH SPE COMPONENT ENTITY; (II) WILL NOT ENGAGE IN ANY BUSINESS OR
ACTIVITY OTHER THAN OWNING AN INTEREST IN BORROWER; (III) WILL NOT ACQUIRE OR
OWN ANY ASSETS OTHER THAN ITS PARTNERSHIP, MEMBERSHIP, OR OTHER EQUITY INTEREST
IN BORROWER; (IV) WILL NOT INCUR ANY DEBT, SECURED OR UNSECURED, DIRECT OR
CONTINGENT (INCLUDING GUARANTEEING ANY OBLIGATION); AND (V) WILL CAUSE BORROWER
TO COMPLY WITH THE PROVISIONS OF THIS SECTION 6.1 AND SECTION 6.4.
PRIOR TO THE
WITHDRAWAL OR THE DISASSOCIATION OF ANY SPE COMPONENT ENTITY FROM BORROWER,
BORROWER SHALL IMMEDIATELY APPOINT A NEW GENERAL PARTNER OR MANAGING MEMBER
WHOSE ARTICLES OF INCORPORATION (OR OTHER APPLICABLE FORMATION AND ENTITY
DOCUMENTATION) ARE SUBSTANTIALLY SIMILAR TO THOSE OF SUCH SPE COMPONENT ENTITY
AND, IF AN OPINION LETTER PERTAINING TO SUBSTANTIVE CONSOLIDATION WAS REQUIRED
AT CLOSING, DELIVER A NEW OPINION LETTER ACCEPTABLE TO LENDER AND THE RATING
AGENCIES WITH RESPECT TO THE NEW SPE COMPONENT ENTITY AND ITS EQUITY OWNERS.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT BORROWER IS A SINGLE MEMBER
DELAWARE LIMITED LIABILITY COMPANY, SO LONG AS BORROWER MAINTAINS SUCH FORMATION
STATUS NO SPE COMPONENT ENTITY SHALL BE REQUIRED.
(C)
IN THE EVENT BORROWER IS A SINGLE MEMBER DELAWARE LIMITED
LIABILITY COMPANY, THE LIMITED LIABILITY COMPANY AGREEMENT OF BORROWER (THE "LLC
AGREEMENT") SHALL PROVIDE THAT (I) UPON THE OCCURRENCE OF ANY EVENT THAT CAUSES
THE SOLE MEMBER OF BORROWER ("MEMBER") TO CEASE TO BE THE MEMBER OF BORROWER
(OTHER THAN (A) UPON AN ASSIGNMENT BY MEMBER OF ALL OF ITS LIMITED LIABILITY
COMPANY INTEREST IN BORROWER AND THE ADMISSION OF THE TRANSFEREE IN ACCORDANCE
WITH THE LOAN DOCUMENTS AND THE LLC AGREEMENT, OR (B) THE RESIGNATION OF MEMBER
AND THE ADMISSION OF AN ADDITIONAL MEMBER OF BORROWER IN ACCORDANCE WITH THE
TERMS OF THE LOAN DOCUMENTS AND THE LLC AGREEMENT), ANY PERSON ACTING AS
INDEPENDENT DIRECTOR OF BORROWER SHALL, WITHOUT ANY ACTION OF ANY OTHER PERSON
AND SIMULTANEOUSLY WITH THE MEMBER CEASING TO BE THE MEMBER OF BORROWER,
AUTOMATICALLY BE ADMITTED TO BORROWER AS A MEMBER THEREOF ("SPECIAL MEMBER") AND
SHALL CONTINUE BORROWER WITHOUT DISSOLUTION AND (II) SPECIAL MEMBER MAY NOT
RESIGN FROM BORROWER OR TRANSFER ITS RIGHTS AS SPECIAL MEMBER UNLESS (A) A
SUCCESSOR SPECIAL MEMBER HAS BEEN ADMITTED TO BORROWER AS SPECIAL MEMBER IN
ACCORDANCE WITH REQUIREMENTS OF DELAWARE LAW AND (B) SUCH SUCCESSOR SPECIAL
MEMBER HAS ALSO ACCEPTED