BE INCLUDED IN A CONSOLIDATED FINANCIAL STATEMENT
ISSUED BY AN AFFILIATE OF THE ISSUER; PROVIDED, HOWEVER, THAT ANY SUCH
CONSOLIDATED FINANCIAL STATEMENT WILL MAKE CLEAR THE ISSUER'S ASSETS ARE NOT
AVAILABLE TO SATISFY THE OBLIGATIONS OF SUCH AFFILIATE; (II) NOT COMMINGLE ITS
FUNDS OR ASSETS WITH THOSE OF ANY OTHER ENTITY; (III) HOLD ITS ASSETS IN ITS OWN
NAME; (IV) CONDUCT ITS BUSINESS SOLELY IN ITS OWN NAME; (V) PAY ITS OWN
LIABILITIES OUT OF ITS OWN FUNDS AND ASSETS; (VI) OBSERVE ALL CORPORATE
FORMALITIES; (VII) MAINTAIN AN ARM'S-LENGTH RELATIONSHIP WITH ITS AFFILIATES;
(VIII) NOT 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, 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 THE CONTRIBUTION AND SALE AGREEMENT; (IX) NOT
ACQUIRE OBLIGATIONS OR SECURITIES OF ITS STOCKHOLDERS; (X) 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; (XI) 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; (XII) CORRECT ANY KNOWN MISUNDERSTANDING REGARDING
ITS SEPARATE IDENTITY; (XIII) NOT MAKE LOANS TO ANY PERSON
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OR ENTITY; (XIV) NOT IDENTIFY ITS STOCKHOLDERS, OR ANY AFFILIATES OF ANY OF
THEM, AS A DIVISION OR PART OF ITSELF; (XV) NOT 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 (XVI) PAY THE SALARIES OF ITS OWN
EMPLOYEES, IF ANY, FROM ITS OWN FUNDS.
SECTION 608.
NO BANKRUPTCY PETITION.
THE ISSUER SHALL NOT (1) COMMENCE ANY
INSOLVENCY PROCEEDING SEEKING TO HAVE AN ORDER FOR RELIEF ENTERED WITH RESPECT
TO IT, OR SEEKING REORGANIZATION, ARRANGEMENT, ADJUSTMENT, WIND-UP, LIQUIDATION,
DISSOLUTION, COMPOSITION OR OTHER RELIEF WITH RESPECT TO IT OR ITS DEBTS, (2)
SEEK APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN OR OTHER SIMILAR OFFICIAL FOR
IT OR ANY PART OF ITS ASSETS, (3) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, OR (4) TAKE ANY ACTION IN FURTHERANCE OF, OR CONSENTING OR
ACQUIESCING IN, ANY OF THE FOREGOING.
SECTION 609.
LIENS.
THE ISSUER SHALL NOT CONTRACT FOR, CREATE, INCUR, ASSUME
OR SUFFER TO EXIST ANY LIEN