FOR PARTY B AND EACH SPECIFIED ENTITY OF PARTY B TO COMPLY WITH SUCH APPLICABLE
LAWS, EXCEPT ANY SUCH APPLICABLE LAWS OR GOVERNMENTAL APPROVALS, THE FAILURE TO
OBTAIN, RENEW OR COMPLY WITH, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
(X)
MAINTENANCE OF LIEN.
PARTY B AND EACH
SPECIFIED ENTITY OF PARTY B SHALL TAKE, OR CAUSE TO BE TAKEN, ALL ACTION
REQUIRED OR DESIRABLE TO MAINTAIN AND PRESERVE THE LIENS CREATED BY THE ISDA
SECURITY DOCUMENTS AND THE PRIORITY THEREOF.
PARTY B AND EACH SPECIFIED ENTITY
OF PARTY B SHALL FROM TIME TO TIME EXECUTE OR CAUSE TO BE EXECUTED FURTHER
INSTRUMENTS (INCLUDING FINANCING STATEMENTS, CONTINUATION STATEMENTS AND SIMILAR
STATEMENTS WITH RESPECT TO ANY ISDA SECURITY DOCUMENT) REASONABLY REQUESTED BY
PARTY A FOR SUCH PURPOSES.
PARTY B AND EACH SPECIFIED ENTITY
41
OF PARTY B SHALL PROMPTLY DISCHARGE, AT PARTY B'S AND EACH SUCH SPECIFIED
ENTITY'S COST AND EXPENSE, ANY LIEN (OTHER THAN PERMITTED LIENS) ON THE
COLLATERAL.
(XI)
HEDGING.
PARTY B AND EACH SPECIFIED ENTITY
OF PARTY B SHALL NOT ENTER INTO OR MAINTAIN ANY HEDGING TRANSACTIONS, OTHER THAN
THE HEDGING TRANSACTIONS WITH PARTY A CONTEMPLATED BY THE TERMS OF THE MASTER
ISDAS.
(XII)
EXPOSURES TO EDCS AND ISOS.
IF PARTY A HAS
NOTIFIED PARTY B THAT PARTY B'S EXPOSURE TO ONE OR MORE EDCS OR ISO(S) EXCEEDS
PARTY A'S THEN CURRENT INDIVIDUAL OR AGGREGATE EXPOSURE LIMIT FOR SUCH EDCS OR
ISO(S) (AS DETERMINED BY PARTY A FROM TIME TO TIME IN ITS SOLE DISCRETION),
PARTY B AND ANY SUCH SPECIFIED ENTITY SHALL (A) WITHIN FIVE (5) BUSINESS DAYS,
PROVIDE PARTY A WITH A WRITTEN PLAN TO REDUCE PARTY B'S CREDIT EXPOSURE TO SUCH
ENTITY TO THE EXTENT REQUIRED BY PARTY A WITHIN NINE MONTHS, (B) REDUCE OR
MITIGATE PARTY B'S EXPOSURE TO THE RELEVANT ENTITY TO THE EXTENT REQUIRED BY
PARTY A WITHIN NINE MONTHS AND (C) IMMEDIATELY CEASE ANY ACTIVITY THAT WOULD
HAVE THE EFFECT OF INCREASING (OR POTENTIALLY INCREASING) PARTY B'S CREDIT
EXPOSURE TO SUCH ENTITY.
(XIII)
BUDGETS.
(A)
ON AN ANNUAL BASIS, BUT NO LATER THAN 30 DAYS
PRIOR TO THE END OF EACH FISCAL YEAR, PARTY B WILL DELIVER TO PARTY A A
REASONABLY DETAILED PROPOSED BUDGET FOR THE FOLLOWING FISCAL YEAR, WHICH SHALL
INCLUDE PROJECTED CONSOLIDATED STATEMENTS OF CASH FLOWS AND PROJECTED STATEMENTS
OF INCOME AND EXPENSE ON A MONTHLY BASIS.
WITHIN 30 DAYS OF RECEIPT OF THE
PROPOSED BUDGET, PARTY A SHALL EITHER APPROVE THE PROPOSED BUDGET, IN WHICH CASE
THE PROPOSED BUDGET SHALL BE THE BUDGET FOR THE FOLLOWING FISCAL YEAR, OR
DELIVER TO PARTY B A STATEMENT SETTING FORTH OBJECTIONS TO THE PROPOSED BUDGET.
IN THE EVENT THAT PARTY A OBJECTS TO THE PROPOSED BUDGET, PARTY B SHALL, TO THE
EXTENT IT ACCEPTS THE OBJECTIONS, REVISE THE PROPOSED BUDGET TO THE EXTENT
NECESSARY TO SATISFY THE OBJECTIONS AND, TO THE EXTENT IT DOES NOT ACCEPT THE
OBJECTIONS, PREPARE A WRITTEN STATEMENT OF THE REASONS WHY IT DOES NOT ACCEPT
SOME OR ALL OF THE