IN ITS OWN NAME;
(VIII)
THE ISSUER WILL AND WILL CAUSE EACH OWNER TRUST TO
PAY ITS OWN LIABILITIES OUT OF ITS OWN FUNDS AND ASSETS;
Schedule 2-18
(IX)
THE ISSUER WILL AND WILL CAUSE EACH OWNER
TRUST TO MAINTAIN AN ARM'S-LENGTH RELATIONSHIP WITH ITS AFFILIATES;
(X)
THE ISSUER WILL NOT AND WILL NOT PERMIT
ANY OWNER TRUST TO ASSUME OR GUARANTEE OR BECOME OBLIGATED FOR THE DEBTS OF ANY
OTHER ENTITY OR HOLD OUT ITS CREDIT AS BEING AVAILABLE TO SATISFY THE OBLIGATION
OF ANY OTHER ENTITY, (IN EACH CASE OTHER THAN GUARANTEES OR OTHER OBLIGATIONS OF
ANY OWNER TRUST IN RESPECT OF OBLIGATIONS OF THE ISSUER) AND WILL NOT PERMIT ANY
OTHER PERSON TO ASSUME OR GUARANTEE OR BECOME OBLIGATED FOR ITS DEBTS OR HOLD
OUT ITS CREDIT AS BEING AVAILABLE TO SATISFY ITS OBLIGATIONS, EXCEPT WITH
RESPECT TO (A) OBLIGATIONS OF THE SELLER UNDER THE GUARANTY AND (B) OBLIGATIONS
OF THE SELLER TO LESSEES ARISING BY OPERATION OF LAW UNDER ELIGIBLE LEASES WITH
RESPECT TO WHICH THE CONSENT OF SUCH LESSEES HAS NOT BEEN OBTAINED PRIOR TO THE
TRANSFER OF SUCH ELIGIBLE LEASES TO ISSUER BY SELLER PURSUANT TO THIS AGREEMENT;
(XI)
THE ISSUER WILL NOT ACQUIRE OBLIGATIONS OR
SECURITIES OF ITS STOCKHOLDERS;
(XII)
THE ISSUER WILL ALLOCATE FAIRLY AND REASONABLY
OVERHEAD OR OTHER EXPENSES THAT ARE PROPERLY SHARED WITH ANY OTHER PERSON OR
ENTITY, INCLUDING WITHOUT LIMITATION, SHARED OFFICE SPACE, AND USE SEPARATE
STATIONERY, INVOICES AND CHECKS;
(XIII)
THE ISSUER WILL AND WILL CAUSE EACH OWNER TRUST
TO IDENTIFY AND HOLD ITSELF OUT AS A SEPARATE AND DISTINCT ENTITY UNDER ITS OWN
NAME AND NOT AS A DIVISION OR PART OF ANY OTHER PERSON OR ENTITY;
(XIV)
THE ISSUER WILL AND WILL CAUSE EACH OWNER TRUST TO
CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS SEPARATE IDENTITY;
(XV)
THE ISSUER WILL NOT AND WILL NOT PERMIT ANY
OWNER TRUST TO MAKE LOANS TO ANY PERSON OR ENTITY;
(XVI)
THE ISSUER WILL NOT IDENTIFY ITS STOCKHOLDERS, OR
ANY AFFILIATES OF ANY OF THEM, AS A DIVISION OR PART OF ITSELF;
(XVII)
THE ISSUER WILL NOT AND WILL NOT PERMIT ANY OWNER
TRUST TO ENTER INTO, OR BE A PARTY TO, ANY TRANSACTION WITH ITS STOCKHOLDERS OR
THEIR AFFILIATES EXCEPT IN THE ORDINARY COURSE OF ITS BUSINESS AND ON TERMS
WHICH ARE INTRINSICALLY FAIR AND ARE NO LESS FAVORABLE TO IT THAN WOULD BE
OBTAINED IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY;
AND
(XVIII)
THE ISSUER WILL PAY THE SALARIES OF ITS OWN EMPLOYEES,
IF ANY, FROM ITS OWN FUNDS.
SECTION 4.03.
TRANSFER OF CONTRIBUTED ASSETS.
THE
SELLER UNDERSTANDS THAT THE ISSUER INTENDS TO ASSIGN THE CONTRIBUTED ASSETS,
EXCESS ASSETS AND ITS RIGHTS UNDER THIS AGREEMENT TO THE INDENTURE TRUSTEE UNDER
THE INDENTURE, AND HEREBY CONSENTS TO THE ASSIGNMENT OF ALL OR ANY PORTION OF
THIS AGREEMENT BY THE ISSUER TO SUCH INDENTURE TRUSTEE.
THE SELLER AGREES THAT
UPON SUCH ASSIGNMENT THE INDENTURE TRUSTEE MAY EXERCISE THE RIGHTS OF THE ISSUER
HEREUNDER AND SHALL BE ENTITLED