OR AFFILIATES TO DO BUSINESS WITH VENDORS OR SERVICE PROVIDERS OR
TO SHARE OVERHEAD EXPENSES, THE COSTS INCURRED IN SO DOING SHALL BE ALLOCATED
FAIRLY AMONG SUCH ENTITIES, AND EACH SUCH ENTITY SHALL BEAR ITS FAIR SHARE OF
SUCH COSTS. TO THE EXTENT THAT THE COMPANY CONTRACTS OR DOES BUSINESS WITH
VENDORS OR SERVICE PROVIDERS WHERE THE GOODS AND SERVICES PROVIDED ARE PARTIALLY
FOR THE BENEFIT OF ANY OTHER PERSON, THE COSTS INCURRED IN SO DOING SHALL BE
FAIRLY ALLOCATED TO OR AMONG SUCH ENTITIES FOR WHOSE BENEFIT THE GOODS OR
SERVICES ARE PROVIDED, AND EACH SUCH ENTITY SHALL BEAR ITS FAIR SHARE OF SUCH
COSTS. ALL MATERIAL TRANSACTIONS BETWEEN THE COMPANY AND ANY OF ITS AFFILIATES,
WHETHER CURRENTLY EXISTING OR HEREAFTER ENTERED INTO, SHALL BE ONLY ON AN ARM'S
LENGTH BASIS;
18
(IV)
MAINTAIN OFFICE SPACE SEPARATE FROM THE OFFICE SPACE OF ANY
ORIGINATOR AND ITS AFFILIATES (BUT WHICH MAY BE LOCATED AT THE SAME ADDRESS AS
ANY ORIGINATOR OR ONE OF ANY ORIGINATOR'S AFFILIATES). TO THE EXTENT THAT THE
COMPANY AND ANY OF ITS SHAREHOLDERS OR AFFILIATES HAVE OFFICES IN THE SAME
LOCATION, THERE SHALL BE A FAIR AND APPROPRIATE ALLOCATION OF OVERHEAD COSTS
AMONG THEM, AND EACH SUCH ENTITY SHALL BEAR ITS FAIR SHARE OF SUCH EXPENSES;
(V)
ISSUE SEPARATE FINANCIAL STATEMENTS PREPARED NOT LESS FREQUENTLY
THAN ANNUALLY AND PREPARED IN ACCORDANCE WITH GAAP;
(VI)
CONDUCT ITS AFFAIRS STRICTLY IN ACCORDANCE WITH ITS ORGANIZATIONAL
DOCUMENTS AND OBSERVE ALL NECESSARY, APPROPRIATE AND CUSTOMARY COMPANY
FORMALITIES, INCLUDING, HOLDING REGULAR AND SPECIAL SHAREHOLDERS' AND DIRECTORS,
MEETINGS APPROPRIATE TO AUTHORIZE ALL COMPANY ACTION, KEEPING SEPARATE MINUTES
OF ITS MEETINGS, PASSING ALL RESOLUTIONS OR CONSENTS NECESSARY TO AUTHORIZE
ACTIONS TAKEN OR TO BE TAKEN, AND MAINTAINING SEPARATE BOOKS, RECORDS AND
ACCOUNTS, INCLUDING, BUT NOT LIMITED TO, PAYROLL AND INTERCOMPANY TRANSACTION
ACCOUNTS;
(VII)
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR ANY OF THE TRANSACTION
DOCUMENTS, NOT ASSUME OR GUARANTEE ANY OF THE LIABILITIES OF AN ORIGINATOR, THE
MASTER SERVICER OR ANY AFFILIATE THEREOF; AND
(VIII)
TAKE, OR REFRAIN FROM TAKING, AS THE CASE MAY BE, ALL OTHER
ACTIONS THAT ARE NECESSARY TO BE TAKEN OR NOT TO BE TAKEN IN ORDER TO (X) ENSURE
THAT THE ASSUMPTIONS AND FACTUAL RECITATIONS SET FORTH IN THE SPECIFIED
BANKRUPTCY OPINION PROVISIONS REMAIN TRUE AND CORRECT AND (Y) COMPLY WITH THOSE
PROCEDURES DESCRIBED IN SUCH PROVISIONS.
(J)
PRESERVATION OF COMPANY EXISTENCE. (I) PRESERVE AND MAINTAIN ITS
COMPANY EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES IN THE JURISDICTION OF ITS
FORMATION AND (II) QUALIFY AND REMAIN QUALIFIED IN GOOD STANDING AS A FOREIGN
CORPORATION IN EACH JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED OTHER THAN
ANY JURISDICTION WHERE THE FAILURE SO TO QUALIFY WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
(K)
ASSESSMENTS. PROMPTLY PAY AND DISCHARGE ALL TAXES, ASSESSMENTS,
LEVIES AND OTHER GOVERNMENTAL CHARGES IMPOSED ON IT EXCEPT SUCH TAXES,
ASSESSMENTS, LEVIES AND OTHER GOVERNMENTAL CHARGES THAT (I) ARE BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE COMPANY SHALL HAVE
SET ASIDE ON ITS BOOKS ADEQUATE