OR WAIVE, ANY TERM OR CONDITION OF
ANY CONTRACT RELATED THERETO, EXCEPT TO THE EXTENT THAT THE SELLER, IN ITS
CAPACITY AS SERVICER, MAY MAKE SUCH AMENDMENTS IN ACCORDANCE WITH THE CREDIT AND
COLLECTION POLICY OR AS OTHERWISE PERMITTED UNDER ARTICLE VI HEREOF.
(C)
CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY.
WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COLLATERAL AGENT, MAKE ANY MATERIAL CHANGE IN THE
CHARACTER OF ITS BUSINESS
18
or make any change in the Credit and Collection Policy, which change would, in
either case, impair the collectibility of any Transferred Asset.
(D)
CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS.
(I) AFTER GIVING THE PAYMENT
INSTRUCTIONS DESCRIBED IN THE FIRST SENTENCE OF SECTION 4.01(K), MAKE ANY CHANGE
IN SUCH INSTRUCTIONS TO OBLIGORS REGARDING PAYMENTS TO BE MADE TO THE BUYER OR
PAYMENTS TO BE MADE TO ANY LOCK-BOX BANK OR (II) ADD OR TERMINATE ANY BANK AS A
LOCK-BOX BANK FROM THOSE LISTED IN EXHIBIT H UNLESS THE BUYER SHALL HAVE
RECEIVED (A) TEN BUSINESS DAYS' PRIOR NOTICE OF SUCH ADDITION, TERMINATION OR
CHANGE AND (B) PRIOR TO THE EFFECTIVE DATE OF SUCH ADDITION, TERMINATION OR
CHANGE, (X) EXECUTED COPIES OF LOCK-BOX AGREEMENTS EXECUTED BY EACH NEW LOCK-BOX
BANK AND (Y) COPIES OF ALL AGREEMENTS AND DOCUMENTS SIGNED BY THE SELLER OR THE
RESPECTIVE LOCK-BOX BANK WITH RESPECT TO ANY NEW LOCK-BOX ACCOUNT.
(E)
MERGER ETC.
(I)
MERGE WITH OR INTO OR CONSOLIDATE WITH OR INTO OR CONVEY,
TRANSFER, LEASE OR OTHERWISE DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A
SERIES OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW
OWNED OR HEREAFTER ACQUIRED) OR ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE ASSETS
OR CAPITAL STOCK OR OTHER OWNERSHIP INTEREST OF, ANY PERSON, OR PERMIT ANY
SUBSIDIARY OF SELLER TO DO SO, EXCEPT THAT (A) ANY SUBSIDIARY OF SELLER MAY
MERGE OR CONSOLIDATE WITH OR TRANSFER ASSETS TO OR ACQUIRE ASSETS FROM ANY OTHER
SUBSIDIARY OF SELLER, (B) ANY SUBSIDIARY OF SELLER MAY MERGE INTO OR TRANSFER
ASSETS TO THE SELLER OR ANY OTHER PERSON AND (C) THE SELLER OR ANY SUBSIDIARY OF
THE SELLER MAY ACQUIRE THE CAPITAL STOCK OR ASSETS OF ANY OTHER PERSON, PROVIDED
IN EACH CASE THAT IMMEDIATELY AFTER GIVING EFFECT TO SUCH PROPOSED TRANSACTION,
NO EVENT OF TERMINATION OR EVENT WHICH, WITH THE GIVING OF NOTICE OR LAPSE OF
TIME, OR BOTH, WOULD CONSTITUTE AN EVENT OF TERMINATION, WOULD EXIST, AND IN THE
CASE OF ANY SUCH MERGER TO WHICH THE SELLER IS A PARTY, THE SELLER IS THE
SURVIVING ENTITY.
(F)
CHANGE IN NAME OR JURISDICTION.
MAKE ANY CHANGE TO ITS NAME OR USE ANY
TRADE NAMES, FICTITIOUS NAMES, ASSUMED NAMES OR "DOING BUSINESS AS" NAMES OTHER
THAN THOSE DESCRIBED IN EXHIBIT I, OR MAKE ANY CHANGE IN ITS JURISDICTION OF
ORGANIZATION (INCLUDING BY BECOMING AN ORGANIZED ENTITY UNDER THE LAWS OF MORE
THAN ONE STATE ) UNLESS THE SELLER HAS GIVEN TO THE BUYER AT LEAST THIRTY (30)
DAYS' PRIOR WRITTEN NOTICE THEREOF AND, PRIOR TO THE