BUT NOT LIMITED TO,
HOLDING ALL REGULAR AND SPECIAL DIRECTOR'S MEETINGS APPROPRIATE TO AUTHORIZE ALL
ACTION, KEEPING SEPARATE AND ACCURATE RECORDS OF SUCH MEETINGS, PASSING ALL
RESOLUTIONS OR CONSENTS NECESSARY TO AUTHORIZE ACTIONS TAKEN OR TO BE TAKEN, AND
MAINTAINING ACCURATE AND SEPARATE BOOKS, RECORDS AND ACCOUNTS, INCLUDING, BUT
NOT LIMITED TO, PAYROLL AND TRANSACTION ACCOUNTS.
(VI)
TAKE OR REFRAIN FROM TAKING, AS APPLICABLE,
EACH OF THE ACTIVITIES SPECIFIED OR ASSUMED IN THE "NON-CONSOLIDATION" OPINION
OF WILLIAMS MULLEN DELIVERED ON THE CLOSING DATE, UPON WHICH THE CONCLUSIONS
EXPRESSED THEREIN ARE BASED.
(VII)
MAINTAIN THE EFFECTIVENESS OF, AND CONTINUE TO
PERFORM UNDER THE PURCHASE AGREEMENT AND THE PERFORMANCE GUARANTY, SUCH THAT IT
DOES NOT AMEND, RESTATE, SUPPLEMENT, CANCEL, TERMINATE OR OTHERWISE MODIFY THE
PURCHASE AGREEMENT OR THE PERFORMANCE GUARANTY, OR GIVE ANY CONSENT, WAIVER,
DIRECTIVE OR APPROVAL THEREUNDER OR WAIVE ANY DEFAULT, ACTION, OMISSION OR
BREACH UNDER THE PURCHASE AGREEMENT OR THE PERFORMANCE GUARANTY OR OTHERWISE
GRANT ANY INDULGENCE THEREUNDER, WITHOUT (IN EACH CASE) THE PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT AND EACH MANAGING AGENT AND NOTICE TO
CONCORD.
(M)
CHANGE OF NAME OR JURISDICTION OF BORROWER;
RECORDS.
THE BORROWER (X) SHALL NOT CHANGE ITS NAME OR JURISDICTION OF
ORGANIZATION, WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT
AND (Y) SHALL NOT MOVE, OR CONSENT TO THE SERVICER OR COLLATERAL CUSTODIAN
MOVING, THE LOAN DOCUMENTS WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE TO THE
ADMINISTRATIVE AGENT AND (Z) WILL PROMPTLY TAKE ALL ACTIONS REQUIRED OF EACH
RELEVANT JURISDICTION IN ORDER TO CONTINUE THE FIRST PRIORITY PERFECTED SECURITY
INTEREST OF THE ADMINISTRATIVE AGENT AS AGENT FOR THE SECURED PARTIES (EXCEPT
FOR PERMITTED LIENS) IN ALL COLLATERAL, AND SUCH OTHER ACTIONS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, INCLUDING BUT NOT LIMITED TO
DELIVERY OF AN OPINION OF COUNSEL.
(N)
ERISA MATTERS.
THE BORROWER WILL NOT (A)
ENGAGE OR PERMIT ANY ERISA AFFILIATE TO ENGAGE IN ANY PROHIBITED TRANSACTION FOR
WHICH AN EXEMPTION IS NOT AVAILABLE OR HAS NOT PREVIOUSLY BEEN OBTAINED FROM THE
UNITED STATES DEPARTMENT OF LABOR; (B) PERMIT TO EXIST ANY ACCUMULATED FUNDING
DEFICIENCY, AS DEFINED IN SECTION 302(A) OF ERISA AND SECTION 412(A) OF THE
CODE, OR FUNDING DEFICIENCY WITH RESPECT TO ANY BENEFIT PLAN OTHER THAN A
MULTIEMPLOYER
43
PLAN; (C) FAIL TO MAKE ANY PAYMENTS TO A MULTIEMPLOYER PLAN THAT THE BORROWER OR
ANY ERISA AFFILIATE MAY BE REQUIRED TO MAKE UNDER THE AGREEMENT RELATING TO SUCH
MULTIEMPLOYER PLAN OR ANY LAW PERTAINING THERETO; (D) TERMINATE ANY BENEFIT PLAN
SO AS TO RESULT IN ANY LIABILITY; OR (E) PERMIT TO EXIST ANY OCCURRENCE OF ANY
REPORTABLE EVENT DESCRIBED IN TITLE IV OF ERISA.
(O)
ORIGINATOR COLLATERAL.
WITH RESPECT TO EACH
ITEM OF COLLATERAL ACQUIRED BY THE BORROWER, THE BORROWER WILL (I) ACQUIRE SUCH
COLLATERAL PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THE PURCHASE
AGREEMENT, (II) TAKE ALL ACTION NECESSARY TO PERFECT, PROTECT AND MORE FULLY
EVIDENCE THE BORROWER'S OWNERSHIP OF SUCH COLLATERAL, INCLUDING, WITHOUT
LIMITATION, (A) FILING AND MAINTAINING, EFFECTIVE FINANCING STATEMENTS