IF ANY.
19
SECTION 4.02.
ISSUER COVENANTS.
(A)
NON-CONSOLIDATION.
THE ISSUER WILL BE OPERATED IN SUCH A MANNER
SO THAT NEITHER IT NOR ANY OWNER TRUST WOULD BE SUBSTANTIVELY CONSOLIDATED WITH
THE SELLER, SO THAT THE SEPARATE EXISTENCE OF THE ISSUER AND EACH OWNER TRUST,
ON THE ONE HAND, AND THE SELLER, ON THE OTHER HAND, WOULD NOT BE DISREGARDED IN
THE EVENT OF A BANKRUPTCY OR INSOLVENCY OF THE ISSUER, ANY OWNER TRUST, OR THE
SELLER, AND IN SUCH REGARD, AMONG OTHER THINGS:
(I)
THE ISSUER WILL NOT BE INVOLVED IN THE DAY-TO-DAY MANAGEMENT OF
THE SELLER;
(II)
THE ISSUER (A) WILL, ON ITS BEHALF AND ON BEHALF OF EACH OWNER
TRUST, MAINTAIN SEPARATE RECORDS AND BOOKS OF ACCOUNT FROM THE SELLER AND
OTHERWISE WILL OBSERVE ALL FORMALITIES AND HAVE A SEPARATE AREA FROM THE SELLER
FOR ITS BUSINESS AND (B) WILL CAUSE TO BE MAINTAINED, ON BEHALF OF EACH OWNER
TRUST, SEPARATE TRUST RECORDS AND FINANCIAL RECORDS WHICH MAY BE PRODUCED UPON
DEMAND IDENTIFYING THE ASSETS, LIABILITIES, REVENUES AND EXPENSES OF SUCH OWNER
TRUST SEPARATELY FROM THOSE OF THE ISSUER AND;
(III)
THE FINANCIAL STATEMENTS AND BOOKS AND RECORDS OF THE ISSUER AND
THE FINANCIAL RECORDS OF EACH OWNER TRUST, ON THE ONE HAND, WILL REFLECT ITS
SEPARATE EXISTENCE FROM THE SELLER, ON THE OTHER HAND, PROVIDED, THAT THE
ISSUER'S AND THE OWNER TRUST'S ASSETS AND LIABILITIES MAY 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 THAT THE
ISSUER'S AND THE OWNER TRUST'S ASSETS ARE NOT AVAILABLE TO SATISFY THE
OBLIGATIONS OF SUCH AFFILIATE;
(IV)
THE ISSUER WILL AND WILL CAUSE EACH OWNER TRUST TO MAINTAIN ITS
ASSETS SEPARATELY FROM THE ASSETS OF THE SELLER AND RECORDS RELATING THERETO,
HAVE NOT BEEN, ARE NOT AND WILL NOT BE COMMINGLED WITH THOSE OF THE SELLER'S
ASSETS;
(V)
ALL OF THE ISSUER'S AND EACH OWNER TRUST'S BUSINESS CORRESPONDENCE
AND OTHER COMMUNICATIONS WILL BE CONDUCTED IN ITS OWN NAME AND ON ITS OWN
STATIONERY;
(VI)
THE ISSUER WILL NOT AND WILL NOT PERMIT ANY OWNER TRUST TO ACT AS
AN AGENT OF THE SELLER IN ANY CAPACITY AND WILL PRESENT ITSELF TO THE PUBLIC AS
A CORPORATION OR TRUST SEPARATE FROM THE SELLER;
(VII)
THE ISSUER WILL AND WILL CAUSE EACH OWNER TRUST TO CONDUCT ITS
BUSINESS SOLELY 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;
(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