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
53
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;
(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; AND
(IX)
MAINTAIN ITS CONSTITUTIVE DOCUMENTS IN CONFORMITY WITH THIS
AGREEMENT, SUCH THAT (A) IT DOES NOT AMEND, RESTATE, SUPPLEMENT OR OTHERWISE
MODIFY ITS CERTIFICATE OF FORMATION OR OPERATING AGREEMENT IN ANY RESPECT THAT
WOULD IMPAIR ITS ABILITY TO COMPLY WITH THE TERMS OR PROVISIONS OF ANY OF THE
TRANSACTION DOCUMENTS, INCLUDING SECTIONS 26.1(I) AND 26.2(H)(VII); AND (B) ITS
OPERATING AGREEMENT, AT ALL TIMES THAT THIS AGREEMENT IS IN EFFECT, PROVIDES FOR
(1) NOT LESS THAN THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT OF THE REPLACEMENT OR APPOINTMENT OF ANY DIRECTOR THAT IS TO SERVE AS AN
INDEPENDENT DIRECTOR AND (2) THE CONDITION PRECEDENT TO GIVING EFFECT TO SUCH
REPLACEMENT OR APPOINTMENT THAT THE COMPANY CERTIFY THAT THE DESIGNATED PERSON
SATISFIES THE CRITERIA SET FORTH IN THE DEFINITION OF "INDEPENDENT DIRECTOR" AND
THE ADMINISTRATIVE AGENT'S WRITTEN ACKNOWLEDGEMENT THAT IN ITS REASONABLE
JUDGMENT THE DESIGNATED PERSON SATISFIES THE CRITERIA SET FORTH IN THE
DEFINITION OF "INDEPENDENT DIRECTOR".
(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