Common use of Activities of the Issuer Clause in Contracts

Activities of the Issuer. The Issuer (i) shall engage in only (A) the ------------------------ acquisition, ownership, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (B) the exercise of any powers permitted to corporations under the corporate law of its applicable Issuer state of incorporation which are incidental to the foregoing or necessary to accomplish the foregoing; (ii) will (A) maintain its books and records separate from the books and records of any other entity, (B) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (C) keep in full effect its existence, rights and franchises as a corporation under the laws of its applicable state of incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture; and (iii) will not (A) dissolve or liquidate in whole or in part, (B) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C) incur any debt in connection with or make any capital expenditures, (D)(1) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (E) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F) merge or consolidate with any other Person, (G) engage in any other action that bears on whether the separate legal identity of the Issuer will be respected, including (1) holding itself out as being liable for the debts of any other party or (2) acting other than in its corporate name and through its duly authorized officers or agents, or (H) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose, and as provided in or under the Transaction Documents. So long as any Notes remain Outstanding, the Issuer shall not amend any article in its Certificate of Incorporation without the prior written consent of the Majority Noteholders. On or before each April 15, so long as any of the Notes are Outstanding, the Issuer shall furnish to each Noteholder and the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j).

Activities of the Issuer. The Issuer (i) shall engage in only (A) the ------------------------ acquisition, ownership, leasing, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase Contract Acquisition Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (B) the exercise of any powers permitted to corporations under the corporate law of the State of its applicable Issuer state of incorporation which are incidental to the foregoing or necessary to accomplish the foregoingforegoing and the Issuer shall incur no debt other than trade payables and expense accruals in connection with its operations in the normal course of business and other than as contemplated by the Transaction Documents; (ii) will shall (A) maintain its books books, records and records cash management accounts separate from the books and records and cash management accounts of any other entityPerson and in accordance with generally accepted accounting principles (except as otherwise permitted under the Transaction Documents with respect to the Operating Account), (B) maintain separate bank accounts and, except for a limited period of time between receipt by the Company or the Servicer of certain payments on the Contracts and the underlying proceeds as specified in the Servicing Agreement and the Agreement Regarding Operating Account, or as otherwise provided in the Transaction Documents, ensure that no funds or assets of the Issuer shall be commingled with funds those of the Company, the Servicer or any other entityPerson, (C) keep in full effect its existence, rights and franchises as a corporation under the laws of its applicable state State of incorporation, and will shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, including all of its licenses, permits, governmental approvals, rights and privileges necessary in the normal conduct of its business as now conducted or presently proposed to be conducted; (D) observe all procedures required by its Articles of Organization, its by-laws and the laws of the State of its incorporation; (E) maintain its good standing under the laws of the State of its incorporation, (F) keep correct and complete books and records of account and minutes of meeting and other proceedings of its board of directors and shareholders, (G) obtain proper authorization from its board of directors or shareholders, as appropriate and act solely in its own name and through its duly authorized officers and agents in the conduct of its business, (H) reflect in its financial statements that the Contract Assets have been sold and assigned to the Issuer and that the Contract Assets have been Granted by the Issuer to the Indenture Trustee and that the assets of the Issuer are not available to pay the creditors of the Company, (I) maintain a separate telephone number and stationery reflecting a separate address and identity from that of the Company; and (iii) will shall not (A) dissolve or liquidate in whole or in part, (B) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C) incur any debt in connection with or make any capital expenditures, (D)(1) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (E) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F) merge or consolidate with any other PersonPerson except as provided in subsection (o) of this Section 11.02, (G) engage in any other action that bears on whether the separate legal identity of the Issuer will shall be respected, including without limitation (1) holding itself out as being liable for the debts of any other party or (2) acting other than in its corporate name and through its duly authorized officers or agents, or (H) create, incur, assume, or in any manner become liable in respect of of, any indebtedness other than expenses associated with as contemplated by the Closing Date, Transaction Documents and other than trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose, and as provided in or under the Transaction Documents. So long as any Notes remain Outstanding, the The Issuer shall not amend any article in its Certificate Articles of Incorporation Organization that deals with any matter discussed above without the prior written consent of the Majority NoteholdersControlling Party. On or before April 15 of each April 15year, so long as any of the Notes are Outstanding, the Issuer shall furnish to each Noteholder Noteholder, the Indenture Trustee and the Indenture TrusteeNote Insurer, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j11.02(i).

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) the ------------------------ acquisition, ownership, leasing, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase Contribution Agreement, and causing the issuance of, of receiving and selling the Notes issued pursuant to this the Indenture and (B2) the exercise of any powers permitted to corporations limited liability companies under the corporate limited liability company law of its the applicable Issuer state State of incorporation Formation which are incidental to the foregoing or necessary to accomplish the foregoingforegoing and the Issuer shall incur no debt other than trade payables and expense accruals in connection with its operations in the normal course of business; (iib) will (A1) maintain its books and records separate from the books and records of any other entity, (B2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (C3) keep in full effect its existence, rights and franchises as a corporation limited liability company under the laws of its the applicable state Issuer State of incorporationFormation, and will obtain and preserve its qualification to do business as a foreign corporation limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this the Indenture; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make any capital expenditures, (D)(14)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) 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, (E) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F) merge or consolidate with any other Person, (G) engage in any other action that bears on whether the separate legal identity of the Issuer will be respected, including (1) holding itself out as being liable for the debts of any other party or (2) acting other than in its corporate name and through its duly authorized officers or agents, or (H) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose, and as provided in or under the Transaction Documents. So long as any Notes remain Outstanding, the Issuer shall not amend any article in its Certificate of Incorporation without the prior written consent of the Majority Noteholders. On or before each April 15, so long as any of the Notes are Outstanding, the Issuer shall furnish to each Noteholder and the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j).,

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) the ------------------------ acquisition, ownership, selling and pledging of the property Assets acquired by the Issuer pursuant to the Receivables Purchase Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (B2) the exercise of any powers permitted to corporations under the corporate law General Corporation Law of its applicable Issuer state the State of incorporation Delaware which are incidental to the foregoing or necessary to accomplish the foregoing; (iib) will (A1) maintain its books and records separate from the books and records of any other entity, (B2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (C3) keep in full effect its existence, rights and franchises as a corporation under the laws of its applicable state the State of incorporationDelaware, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, (4) conduct its business from an office or office space separate from the office of TW Holdings II, TW Holdings III and Trendwest and will maintain a telephone number separate from that of TW Holdings II, TW Holdings III and Trendwest, and (5) operate its business generally so as not to be substantively consolidated with any of its Affiliates; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make any capital expenditures, (D)(14)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) make a general assignment for the benefit of creditorscreditors (other than as contemplated herein), or (4D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F6) merge or consolidate with any other Person, except as permitted pursuant to Section 11.02(q) hereof, (G7) engage in any other action that bears on adversely affects whether the separate legal identity of the Issuer will be respected, including without limitation (1A) holding itself out as being liable for the debts of any other party or (2B) acting other than in its corporate name and through its duly authorized officers or agents, or (H) 8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, that contemplated herein or trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose, and as provided in or under the Transaction Documents. So long as any Notes remain Outstanding, the The Issuer shall not amend any article in its Certificate of Incorporation or its By-laws that deals with any matter discussed above without the prior written -61- 67 consent of the Majority Noteholders. On or before each April 15, so long as any Holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes are Outstanding, of the Issuer shall furnish to each Noteholder and the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j)Controlling Class.

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) the ------------------------ acquisition, ownership, leasing, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase Lease Acquisition Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this the Indenture and (B2) the exercise of any powers permitted to corporations under the corporate law of its the applicable Issuer state State of incorporation Incorporation which are incidental to the foregoing or necessary to accomplish the foregoingforegoing and the Issuer shall incur no debt other than trade payables and expense accruals in connection with its operations in the normal course of business; (iib) will (A1) maintain its books and records separate from From the books and records of any other entity, (B2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (C3) keep in full effect its existence, rights and franchises as a corporation under the laws of its the applicable state Issuer State of incorporationIncorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this the Indenture; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make any capital expenditures, (D)(14)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, arrangement adjustment wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) make a general assignment for the benefit of creditors, or (4D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any any. capital contribution to, any other Person, (F6) merge or consolidate with any other Person, (G7) engage in any other action that bears on whether the separate legal identity of the Issuer will be respected, including without limitation (1A) holding itself out as being liable for the debts of any other party or (2B) acting other than in its corporate name and through its duly authorized officers or agents, or (H) 8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose; provided, and as provided however, that the Issuer may take any action prohibited by this clause (8) if (y) the Issuer shall cause, prior to the taking of such action, an Opinion of Counsel experienced in or under federal bankruptcy matters, in substance satisfactory to the Transaction Documents. So long as any Notes remain OutstandingIndenture Trustee, the Noteholders, MBIA and the Rating Agencies, to be delivered to the Indenture Trustee, the Noteholders, MBIA and the Rating Agencies and (z) the Rating Agencies shall indicate in writing that the taking of such action will not affect the then current rating of any Series of Notes. The Issuer shall not amend any article in its Certificate of Incorporation that deals with any matter discussed above without the prior written consent of the Majority NoteholdersMBIA. On or before each April 15, so long as any of the Notes are Outstanding, the Issuer shall furnish to each Noteholder and Noteholder, the Indenture TrusteeTrustee and MBIA, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j11.02(i).

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) ------------------------- the ------------------------ acquisition, ownership, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase Contribution, Sale and Servicing Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this the Indenture and (B2) the exercise of any powers permitted to corporations under the corporate law of its applicable Issuer state of incorporation which are incidental to the foregoing or necessary to accomplish the foregoingforegoing and the Issuer shall incur no debt other than trade payables and expense accruals in connection with its operations in the normal course of business; (iib) will (A1) maintain its books and records separate from the books and records of any other entity, (B2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (C3) keep in full effect its existence, rights and franchises as a corporation under the laws of its applicable state of incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this the Indenture; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make making any capital expenditures, (D)(14)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) make a general assignment for the benefit of creditors, or (4D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F6) merge or consolidate with any other Person, (G7) engage in any other action that bears on whether the separate legal identity of the Issuer will be respected, including without limitation (1A) holding itself out as being liable for the debts of any other party or (2B) acting other than in its corporate name and through its duly authorized officers or agents, or (H) 8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose; provided, and as provided in or under the Transaction Documents. So long as any Notes remain Outstandinghowever, that the Issuer shall not amend may take any article in its Certificate of Incorporation without the prior written consent of action prohibited by this clause (8) if the Majority NoteholdersNoteholders otherwise consent to such action. On or before each April 15, so long as any of the Notes are Outstanding, the Issuer shall furnish to each Noteholder and the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j11.02(j).

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) the ------------------------ acquisition, ownership, leasing, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase AgreementAcquisition Agreement and this Indenture, and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (B2) the exercise of any powers permitted to corporations limited liability companies under the corporate limited liability company law of its applicable Issuer state the State of incorporation Delaware which are incidental to the foregoing or necessary to accomplish the foregoing; (iib) will (A1) maintain its books and records separate from the books and records of any other entity, (B2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entityentity other than temporary commingling as contemplated by the Transaction Documents, (C3) keep in full effect its existence, rights and franchises as a corporation limited liability company under the laws of its applicable state the -73- Indenture State of incorporationDelaware, and will obtain and preserve its qualification to do business as a foreign corporation limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, and (4) operate its business generally so as not to be substantively consolidated with any of its Affiliates; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make any capital expenditures, (D)(14) (A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) make a general assignment for the benefit of creditors, or (4D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F6) merge or consolidate with any other Person, except as permitted pursuant to Section 11.02(n) hereof, (G7) engage in any other action that bears on whether the separate legal identity of the Issuer will be respected, including without limitation (1A) holding itself out as being liable for the debts of any other party or (2B) acting other than in its corporate name and through its duly authorized officers or agents, or (H) 8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose. Notwithstanding the foregoing, and as provided in or under (i) before any additional indebtedness (other than pursuant to the Transaction Documents. So long as any Notes remain Outstanding) is incurred by the Issuer, the Rating Agency Condition shall have been satisfied and the Issuer shall not amend any article in its Certificate of Incorporation without have obtained the prior written consent of the Majority Noteholders. On Controlling Party, and (ii) nothing in this Section or before each April 15, so long as in any other part of this Indenture or any other Transaction Document shall apply to or limit the obligations of the Notes are Outstanding, Issuer under the Issuer shall furnish to each Noteholder and Note Purchase Agreement or the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j)Insurance Agreement.

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) the ------------------------ acquisition, ownership, selling and pledging of the property Assets acquired by the Issuer pursuant to the Receivables Purchase Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (B2) the exercise of any powers permitted to corporations under the corporate law General Corporation Law of its applicable Issuer state the State of incorporation Delaware which are incidental to the foregoing or necessary to accomplish the foregoing; (iib) will (A1) maintain its books and records separate from the books and records of any other entity, (B2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (C3) keep in full effect its existence, rights and franchises as a corporation under the laws of its applicable state the State of incorporationDelaware, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, (4) conduct its business from an office or office space separate from the office of TW Holdings III and Trendwest and will maintain a telephone number separate from that of TW Holdings III and Trendwest, and (5) operate its business generally so as not to be substantively consolidated with any of its Affiliates; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make any capital expenditures, (D)(14)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) make a general assignment for the benefit of creditorscreditors (other than as contemplated herein), or (4D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F6) merge or consolidate with any other Person, except as permitted pursuant to Section 11.02(q) hereof, (G7) engage in any other action that bears on adversely affects whether the separate legal identity of the Issuer will be respected, including without limitation (1A) holding itself out as being liable for the debts of any other party or (2B) acting other than in its corporate name and through its duly authorized officers or agents, or (H) 8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, that contemplated herein or trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose, and as provided in or under the Transaction Documents. So long as any Notes remain Outstanding, the The Issuer shall not amend any article in its Certificate of Incorporation or its By-laws that deals with any matter discussed above without the prior written consent of the Majority Noteholders. On or before each April 15, so long as any Holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes are Outstanding, of the Issuer shall furnish to each Noteholder and the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j)Controlling Class.

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) the ------------------------ acquisition, ownership, leasing, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase Contribution Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (B2) the exercise of any powers permitted to corporations under the corporate law Business Corporation Act of its applicable Issuer state the State of incorporation Minnesota which are incidental to the foregoing or necessary to accomplish the foregoing, and the Issuer shall incur no debt other than trade payables and expense accruals in connection with its operations in the normal course of business and debt incurred or assumed as contemplated by the Contribution Agreement; (iib) will (A1) maintain its books and records separate from the books and records of any other entity, (B2) maintain separate bank accounts accounts, and no funds of the Issuer shall be commingled with funds of any other entity, (C3) keep in full effect its existence, rights and franchises as a corporation under the laws of its applicable state the State of incorporationMinnesota, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, (4) conduct its business from an office or office space separate from the office of the Contributor and will maintain a telephone number separate from that of the Contributor, and (5) operate its business generally so as not to be substantively consolidated with any of its Affiliates; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make any capital expenditures, (D)(14)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) make a general assignment for the benefit of creditors, or (4D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F6) merge or consolidate with any other Person, except as permitted pursuant to Section 11.02(q) hereof, (G7) engage in any other action that bears on whether the separate legal identity of the Issuer will be respected, including without limitation (1A) holding itself out as being liable for the debts of any other party or (2B) acting other than in its corporate name and through its duly authorized officers or agents, or (H) 8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose; provided, however, that the Issuer may take any action prohibited by this clause (8) if the Issuer shall cause, prior to the taking of such action, an Opinion of Counsel experienced in federal bankruptcy matters, in substance satisfactory to the Trustee and as provided the Holders of 66-2/3% in or under aggregate principal amount of the Transaction DocumentsOutstanding Notes, to be delivered to the Trustee and the Noteholders stating to the effect that the taking of such action will not adversely affect the substantive nonconsolidation of the Issuer with the Contributor in the event of a bankruptcy proceeding involving the Contributor. So long as any Notes remain Outstanding, the The Issuer shall not amend any article in its Certificate Articles of Incorporation or its Bylaws that deals with any matter discussed above without the prior written consent of the Majority Noteholders. On or before each April 15, so long as any Holders of 66-2/3% in aggregate principal amount of the Notes are Outstanding, the Issuer shall furnish to each Noteholder and the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j)Outstanding Notes.

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) the ------------------------ acquisition, ownership, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (B2) the exercise of any powers permitted to corporations under the corporate law General Corporation Law of its applicable Issuer state the State of incorporation Delaware which are incidental to the foregoing or necessary to accomplish the foregoing; (iib) will (A1) maintain its books and records separate from the books and records of any other entity, (B2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (C3) keep in full effect its existence, rights and franchises as a corporation under the laws of its applicable state the State of incorporationDelaware, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, (4) conduct its business from an office or office space separate from the office of TRI I, TRI II, TW Holdings, TW Holdings II and Trendwest and will maintain a telephone number separate from that of TRI I, TRI II, TW Holdings, TW Holdings II and Trendwest, and (5) operate its business generally so as not to be substantively consolidated with any of its Affiliates; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make any capital expenditures, (D)(14)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) make a general assignment for the benefit of creditorscreditors (other than as contemplated herein), or (4D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F6) merge or consolidate with any other Person, except as permitted pursuant to Section 11.02(q) hereof, (G7) engage in any other action that bears on adversely affects whether the separate legal identity of the Issuer will be respected, including without limitation (1A) holding itself out as being liable for the debts of any other party or (2B) acting other than in its corporate name and through its duly authorized officers or agents, or (H) 8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, that contemplated herein or trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose, and as provided in or under the Transaction Documents. So long as any Notes remain Outstanding, the The Issuer shall not amend any article in its Certificate of Incorporation or its By-laws that deals with any matter discussed above without the prior written consent of the Majority Noteholders. On or before each April 15, so long as any Holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes are Outstanding, of the Issuer shall furnish to each Noteholder and the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j)Controlling Class.

Activities of the Issuer. The Issuer (ia) shall engage in only (A1) the ------------------------ acquisition, ownership, selling and pledging of the property acquired by the Issuer pursuant to the Receivables Purchase AgreementSale Agreement (including the ability to enter into a new installment contract with an Obligor pursuant to an Upgrade), and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (B2) the exercise of any powers permitted to corporations under the corporate law General Corporation Law of its applicable Issuer state the State of incorporation Delaware which are incidental to the foregoing or necessary to accomplish the foregoing; (iib) will (A1) maintain its books and records separate from the books and records of any other entity, (B2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (C3) keep in full effect its existence, rights and franchises as a corporation under the laws of its applicable state the State of incorporationDelaware, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, (4) conduct its business from an office or office space separate from the office of TFI and Trendwest and will maintain a telephone number separate from that of TFI and Trendwest, and (5) operate its business generally so as not to be substantively consolidated with any of its Affiliates; and (iiic) will not (A1) dissolve or liquidate in whole or in part, (B2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C3) incur any debt in connection with or make any capital expenditures, (D)(14)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law 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, (2B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3C) make a general assignment for the benefit of creditorscreditors (other than as contemplated herein), or (4D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (F6) merge or consolidate with any other Person, except as permitted pursuant to Section 11.02(q) hereof, (G7) engage in any other action that bears on adversely affects whether the separate legal identity of the Issuer will be respected, including without limitation (1A) holding itself out as being liable for the debts of any other party or (2B) acting other than in its corporate name and through its duly authorized officers or agents, or (H) 8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than expenses associated with the Closing Date, that contemplated herein or trade payables and expense accruals incurred in the ordinary course of business in an amount less than $15,000 and which are incidental to its business purpose, and as provided in or under the Transaction Documents. So long as any Notes remain Outstanding, the The Issuer shall not amend any article in its Certificate of Incorporation or its By-Laws that deals with any matter discussed above without the prior written consent of the Majority Noteholders. On or before each April 15, so long as any Holders of not less than 66-2/3% in aggregate principal amount of the Notes are Outstanding, the Issuer shall furnish to each Noteholder and the Indenture Trustee, an Officer's Certificate confirming that the Issuer has complied with its obligations under this Section 10.02(j)Outstanding Notes.