THE EXTENT EXPRESSLY PROVIDED FOR ANY
OF THE TRANSACTION DOCUMENTS, NOT ASSUME OR GUARANTEE ANY OF THE LIABILITIES OF
AN ORIGINATOR, THE MASTER SERVICER OR ANY AFFILIATE THEREOF;
(VIII)
TAKE, OR REFRAIN FROM TAKING, AS THE CASE MAY BE,
ALL OTHER ACTIONS THAT ARE NECESSARY TO BE TAKEN OR NOT TO BE TAKEN IN ORDER TO
(X) ENSURE THAT THE ASSUMPTIONS AND FACTUAL RECITATIONS SET FORTH IN THE
SPECIFIED BANKRUPTCY OPINION PROVISIONS REMAIN TRUE AND CORRECT AND (Y) COMPLY
WITH THOSE PROCEDURES DESCRIBED IN SUCH PROVISIONS; AND
(IX)
MAINTAIN ITS CONSTITUTIVE DOCUMENTS IN
CONFORMITY WITH THIS AGREEMENT, SUCH THAT (A) IT DOES NOT AMEND, RESTATE,
SUPPLEMENT OR OTHERWISE MODIFY ITS CERTIFICATE OF FORMATION OR LIMITED LIABILITY
COMPANY AGREEMENT IN ANY RESPECT THAT WOULD IMPAIR ITS ABILITY TO COMPLY WITH
THE TERMS OR PROVISIONS OF ANY OF THE TRANSACTION DOCUMENTS, INCLUDING SECTIONS
26.1(I) AND 26.2(H)(VII); AND (B) ITS LIMITED LIABILITY COMPANY AGREEMENT, AT
ALL TIMES THAT THIS AGREEMENT IS IN EFFECT, PROVIDES FOR (1) NOT LESS THAN
THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT OF THE
REPLACEMENT OR APPOINTMENT OF ANY MANAGER THAT IS TO SERVE AS AN INDEPENDENT
MANAGER AND (2) THE CONDITION PRECEDENT TO GIVING EFFECT TO SUCH REPLACEMENT OR
APPOINTMENT THAT THE COMPANY CERTIFY THAT THE DESIGNATED PERSON SATISFIES THE
CRITERIA SET FORTH IN THE DEFINITION OF "INDEPENDENT MANAGER" AND THE
ADMINISTRATIVE AGENT'S WRITTEN ACKNOWLEDGEMENT THAT IN ITS REASONABLE JUDGMENT
THE DESIGNATED PERSON SATISFIES THE CRITERIA SET FORTH IN THE DEFINITION OF
"INDEPENDENT MANAGER", PROVIDED THAT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT SHALL BE REQUIRED FOR SUCH REPLACEMENT OR APPOINTMENT IF
SUCH DESIGNATED PERSON ONLY SATISFIES THE CRITERIA SET FORTH IN SUB-CLAUSE
(I) OF THE DEFINITION OF "INDEPENDENT MANAGER".
(J)
PRESERVATION OF COMPANY EXISTENCE.
(I) PRESERVE AND MAINTAIN ITS COMPANY EXISTENCE, RIGHTS, FRANCHISES AND
PRIVILEGES IN THE JURISDICTION OF ITS FORMATION AND (II) QUALIFY AND REMAIN
QUALIFIED IN GOOD STANDING AS A FOREIGN CORPORATION IN EACH JURISDICTION WHERE
SUCH QUALIFICATION IS REQUIRED OTHER THAN ANY JURISDICTION WHERE THE FAILURE SO
TO QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(K)
ASSESSMENTS. PROMPTLY PAY AND DISCHARGE ALL
TAXES, ASSESSMENTS, LEVIES AND OTHER GOVERNMENTAL CHARGES IMPOSED ON IT EXCEPT
SUCH TAXES, ASSESSMENTS,
53
LEVIES AND OTHER GOVERNMENTAL CHARGES THAT (I) ARE BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE COMPANY SHALL HAVE SET ASIDE ON ITS
BOOKS ADEQUATE RESERVES OR (II) THE FAILURE TO PAY, SATISFY OR DISCHARGE WOULD
NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(L)
OBLIGATIONS.
DEFEND THE SECURITY OF THE
COLLATERAL AGENT IN, TO AND UNDER THE RECEIVABLES AND THE OTHER COLLATERAL,
WHETHER NOW EXISTING OR HEREAFTER CREATED, AGAINST ALL CLAIMS OF THIRD PARTIES
CLAIMING THROUGH THE COMPANY.
THE COMPANY WILL DULY FULFILL IN ACCORDANCE WITH
THE SERVICING AGREEMENT ALL OBLIGATIONS ON ITS PART TO BE FULFILLED UNDER OR IN
CONNECTION WITH EACH RECEIVABLE AND WILL DO NOTHING TO MATERIALLY IMPAIR THE
RIGHTS OF THE COMPANY IN SUCH RECEIVABLE.
THE COMPANY WILL PAY