THE SPONSOR.
MAINTENANCE OF PROPERTIES; INSURANCE.
THE SPONSOR WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, (A) KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO THE CONDUCT
OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR
EXCEPT WHERE THE FAILURE TO DO SO, EITHER INDIVIDUALLY OR IT THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT AND (B)
MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES, INSURANCE
WITH RESPECT TO ITS PROPERTIES AND BUSINESS, AND THE PROPERTIES AND BUSINESS OF
ITS SUBSIDIARIES, AGAINST LOSS OR DAMAGE OF THE KINDS CUSTOMARILY INSURED
AGAINST BY COMPANIES IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR
SIMILAR LOCATIONS.
IN ADDITION, AND NOT IN LIMITATION OF THE FOREGOING, THE
SPONSOR SHALL MAINTAIN AND KEEP IN FORCE INSURANCE COVERAGE ON ITS
INVENTORY, AS IS CONSISTENT WITH BEST INDUSTRY PRACTICES.
THE SPONSOR SHALL AT
ALL TIMES CAUSE THE SERVICER TO BE NAMED AS ADDITIONAL INSURED ON ALL OF ITS
CASUALTY AND LIABILITY POLICIES.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE SPONSOR WILL USE THE PROCEEDS OF ALL
LOANS TO FINANCE WORKING CAPITAL NEEDS, TO REFINANCE EXISTING DEBT, TO FINANCE
PERMITTED ACQUISITIONS AND FOR OTHER GENERAL CORPORATE PURPOSES OF THE SPONSOR
AND ITS SUBSIDIARIES. NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED, WHETHER
DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT WOULD VIOLATE ANY RULE OR
REGULATION OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, INCLUDING
REGULATIONS T, U OR X.
ALL LETTERS OF CREDIT WILL BE USED FOR GENERAL CORPORATE
PURPOSES.
ADDITIONAL SUBSIDIARIES.
THE SPONSOR MAY, AFTER THE EFFECTIVE DATE, ACQUIRE OR FORM ADDITIONAL DOMESTIC
SUBSIDIARIES SO LONG AS THE SPONSOR, WITHIN TEN (10) BUSINESS DAYS AFTER ANY
SUCH DOMESTIC SUBSIDIARY IS ACQUIRED OR FORMED, (I) NOTIFIES THE SERVICER AND
THE PARTICIPANTS THEREOF AND (II) CAUSES SUCH DOMESTIC SUBSIDIARY TO BECOME A
GUARANTOR BY EXECUTING AGREEMENTS IN THE FORM OF ANNEX I TO THE GUARANTY
AGREEMENT AND ANNEX I TO INDEMNITY AND CONTRIBUTION AGREEMENT AND (III) CAUSES
SUCH DOMESTIC SUBSIDIARY TO DELIVER SIMULTANEOUSLY THEREWITH SIMILAR DOCUMENTS
APPLICABLE TO SUCH DOMESTIC SUBSIDIARY DESCRIBED IN SECTION 13.1 AS REASONABLY
REQUESTED BY THE SERVICER.
THE SPONSOR SHALL NOT ACQUIRE OR FORM ANY ADDITIONAL FOREIGN SUBSIDIARIES;
PROVIDED, HOWEVER, THAT THE SPONSOR MAY ACQUIRE OR FORM ADDITIONAL SUBSIDIARIES
INCORPORATED UNDER THE LAWS OF CANADA SO LONG AS THE SPONSOR, WITHIN TEN (10)
BUSINESS DAYS AFTER ANY SUCH FOREIGN SUBSIDIARY IS ACQUIRED OR FORMED, (I)
NOTIFIES THE SERVICER AND THE PARTICIPANTS THEREOF, (II) DELIVERS STOCK
CERTIFICATES AND RELATED PLEDGE AGREEMENTS, IN FORM SATISFACTORY TO A COLLATERAL
AGENT ACCEPTABLE TO THE SERVICER,
EVIDENCING THE PLEDGE OF 66% (OR SUCH GREATER
PERCENTAGE WHICH WOULD NOT RESULT IN MATERIAL ADVERSE TAX CONSEQUENCES) OF THE
ISSUED AND OUTSTANDING CAPITAL STOCK ENTITLED TO VOTE (WITHIN THE MEANING OF
TREAS. REG. SECTION 1.956-2(C)(2)) AND 100% OF THE ISSUED AND OUTSTANDING
CAPITAL STOCK NOT ENTITLED TO VOTE (WITHIN THE MEANING OF TREAS. REG. SECTION
1.956-2(C)(2)) OF EACH SUCH SUBSIDIARY DIRECTLY OWNED BY