keep in full force and effect its
corporate existence.
Subject to Sections 10.2 and 10.6, the Company will at all
times preserve and keep in full force and effect the corporate existence of each
of its Subsidiaries (unless merged into the Company or a Subsidiary) and all
rights and franchises of the Company and its Subsidiaries unless, in the good
faith judgment of the Company, the termination of or failure to preserve and
keep in full force and effect such corporate existence, right or franchise could
not, individually or in the aggregate, have a Material Adverse Effect.
SECTION 9.6
GUARANTY AGREEMENT.
(A)
(1)
CONCURRENTLY WITH THE FORMATION OR ACQUISITION OF
ANY SUBSIDIARY (OTHER THAN A SECURITIZATION SUBSIDIARY), THE COMPANY SHALL CAUSE
SUCH SUBSIDIARY TO EXECUTE AND DELIVER A SUPPLEMENT TO THE GUARANTY AGREEMENT (A
"SUPPLEMENT") IN THE FORM OF EXHIBIT A TO THE GUARANTY AGREEMENT.
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(2)
CONCURRENTLY WITH THE DELIVERY BY ANY SUBSIDIARY OF A SUPPLEMENT
PURSUANT TO SECTION 9.6(A)(1), THE COMPANY SHALL CAUSE SUCH SUBSIDIARY TO
DELIVER TO EACH HOLDER OF NOTES (I) SUCH DOCUMENTS AND EVIDENCE WITH RESPECT TO
SUCH SUBSIDIARY AS ANY HOLDER MAY REASONABLY REQUEST IN ORDER TO ESTABLISH THE
EXISTENCE AND GOOD STANDING OF SUCH SUBSIDIARY AND EVIDENCE THAT THE BOARD OF
DIRECTORS OF SUCH SUBSIDIARY HAS ADOPTED RESOLUTIONS AUTHORIZING THE EXECUTION
AND DELIVERY OF SUCH SUPPLEMENT AND THE GUARANTY OF THE NOTES, (II) EVIDENCE OF
COMPLIANCE WITH SUCH SUBSIDIARY'S OUTSTANDING DEBT INSTRUMENTS IN THE FORM OF
(A) A COMPLIANCE CERTIFICATE FROM SUCH SUBSIDIARY TO THE EFFECT THAT SUCH
SUBSIDIARY IS IN COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ITS OUTSTANDING
DEBT INSTRUMENTS, (B) CONSENTS OR APPROVALS OF THE HOLDER OR HOLDERS OF ANY
EVIDENCE OF DEBT OR SECURITY, AND/OR (C) AMENDMENTS OF AGREEMENTS PURSUANT TO
WHICH ANY EVIDENCE OF DEBT OR SECURITY MAY HAVE BEEN ISSUED, ALL AS MAY BE
REASONABLY DEEMED NECESSARY BY THE HOLDERS OF NOTES TO PERMIT THE EXECUTION AND
DELIVERY OF SUCH SUPPLEMENT BY SUCH SUBSIDIARY, (III) AN OPINION OF COUNSEL TO
THE EFFECT THAT (A) SUCH SUBSIDIARY IS A CORPORATION OR OTHER BUSINESS ENTITY,
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING, IF APPLICABLE, UNDER THE
LAWS OF ITS JURISDICTION OF ORGANIZATION, HAS THE CORPORATE OR OTHER POWER AND
THE AUTHORITY TO EXECUTE AND DELIVER SUCH SUPPLEMENT AND TO PERFORM THE GUARANTY
AGREEMENT, (B) THE EXECUTION AND DELIVERY OF SUCH SUPPLEMENT AND PERFORMANCE OF
THE GUARANTY AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE
PART OF SUCH SUBSIDIARY, SUCH SUPPLEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY
SUCH SUBSIDIARY AND THE GUARANTY AGREEMENT CONSTITUTES THE LEGAL, VALID AND
BINDING CONTRACT OF SUCH SUBSIDIARY ENFORCEABLE AGAINST SUCH SUBSIDIARY IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER THE APPLICATION OF SUCH PRINCIPLES
IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW), (C) THE EXECUTION AND
DELIVERY OF SUCH SUPPLEMENT AND THE PERFORMANCE BY SUCH SUBSIDIARY OF THE