THIRD PARTIES TO PROVIDE PROFESSIONAL
SERVICES REQUIRED FOR OR CONTEMPLATED BY SUCH SERVICES IN ACCORDANCE WITH THE
PROVISIONS OF THIS ADMINISTRATION AGREEMENT:
(I)
FURNISH THE ISSUER WITH ORDINARY CLERICAL, BOOKKEEPING AND OTHER
CORPORATE ADMINISTRATIVE SERVICES NECESSARY AND APPROPRIATE FOR THE ISSUER,
INCLUDING, WITHOUT LIMITATION, THE FOLLOWING SERVICES:
(A)
MAINTAIN AT THE PREMISES (AS DEFINED BELOW) GENERAL ACCOUNTING
RECORDS OF THE ISSUER (THE "ACCOUNT RECORDS"), SUBJECT TO YEAR-END AUDIT, IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, SEPARATE AND APART
FROM ITS OWN ACCOUNTING RECORDS, PREPARE OR CAUSE TO BE PREPARED SUCH QUARTERLY
AND ANNUAL FINANCIAL STATEMENTS AS MAY BE NECESSARY OR APPROPRIATE AND ARRANGE
FOR YEAR-END AUDITS OF THE ISSUER'S FINANCIAL STATEMENTS BY THE ISSUER'S
INDEPENDENT ACCOUNTANTS;
(B)
PREPARE AND, AFTER EXECUTION BY THE ISSUER, FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") AND ANY APPLICABLE STATE
AGENCIES DOCUMENTS REQUIRED TO BE FILED WITH THE COMMISSION AND ANY APPLICABLE
STATE AGENCIES, INCLUDING, WITHOUT LIMITATION, PERIODIC REPORTS REQUIRED TO BE
FILED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED;
(C)
PREPARE FOR EXECUTION BY THE ISSUER AND CAUSE TO BE FILED SUCH
INCOME, FRANCHISE OR OTHER TAX RETURNS OF THE ISSUER AS SHALL BE REQUIRED TO BE
FILED BY APPLICABLE LAW (THE "TAX RETURNS") AND CAUSE TO BE PAID ON BEHALF OF
THE ISSUER FROM THE ISSUER'S FUNDS ANY TAXES REQUIRED TO BE PAID BY THE ISSUER
UNDER APPLICABLE LAW;
(D)
PREPARE OR CAUSE TO BE PREPARED FOR EXECUTION BY THE ISSUER'S
MANAGERS MINUTES OF THE MEETINGS OF THE ISSUER'S MANAGERS AND SUCH OTHER
DOCUMENTS DEEMED APPROPRIATE BY THE ISSUER TO MAINTAIN THE SEPARATE LIMITED
LIABILITY COMPANY EXISTENCE AND GOOD STANDING OF THE ISSUER (THE "COMPANY
MINUTES") OR OTHERWISE REQUIRED UNDER THE RELATED AGREEMENTS (TOGETHER WITH THE
ACCOUNT RECORDS, THE TAX RETURNS, THE COMPANY MINUTES, THE ISSUER LLC AGREEMENT,
AND THE ISSUER ARTICLES OF ORGANIZATION, THE "ISSUER DOCUMENTS"); AND ANY OTHER
DOCUMENTS DELIVERABLE BY THE ISSUER THEREUNDER OR IN CONNECTION THEREWITH; AND
(E)
HOLD, MAINTAIN AND PRESERVE AT THE PREMISES (OR SUCH OTHER PLACE
AS SHALL BE REQUIRED BY ANY OF THE RELATED AGREEMENTS) EXECUTED COPIES (TO THE
EXTENT APPLICABLE) OF THE ISSUER DOCUMENTS AND OTHER DOCUMENTS EXECUTED BY THE
ISSUER THEREUNDER OR IN CONNECTION THEREWITH;
2
(II)
TAKE SUCH ACTIONS ON BEHALF OF THE ISSUER, AS ARE NECESSARY OR
DESIRABLE FOR THE ISSUER TO KEEP IN FULL EFFECT ITS EXISTENCE, RIGHTS AND
FRANCHISES AS A LIMITED LIABILITY COMPANY UNDER THE LAWS OF THE STATE OF
LOUISIANA AND OBTAIN AND PRESERVE ITS QUALIFICATION TO DO BUSINESS IN EACH
JURISDICTION IN WHICH IT BECOMES NECESSARY TO BE SO QUALIFIED;
(III)
PROVIDE FOR THE ISSUANCE AND DELIVERY OF THE BONDS;
(IV)
PROVIDE FOR THE PERFORMANCE BY THE ISSUER OF ITS OBLIGATIONS UNDER
EACH OF THE RELATED AGREEMENTS, AND PREPARE, OR CAUSE TO BE PREPARED, ALL
DOCUMENTS, REPORTS, FILINGS, INSTRUMENTS, NOTICES, CERTIFICATES AND OPINIONS
THAT IT SHALL BE THE DUTY OF THE ISSUER TO PREPARE, FILE OR DELIVER PURSUANT TO
THE RELATED AGREEMENTS;
(V)
ENFORCE EACH OF THE RIGHTS OF THE ISSUER