TAX, REPORTING OR ACCOUNTING PURPOSES,
THAT SHALL ACCOUNT FOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY
MANNER OTHER THAN WITH RESPECT TO THE SALE OF EACH SOLD RECEIVABLE ORIGINATED OR
ACQUIRED BY IT, AS A TRUE SALE OR ABSOLUTE ASSIGNMENT OF ITS FULL RIGHT, TITLE
AND OWNERSHIP INTEREST IN SUCH TRANSFERRED
19
RECEIVABLE TO BUYER AND WITH RESPECT TO THE TRANSFER OF EACH CONTRIBUTED
RECEIVABLE ORIGINATED OR ACQUIRED BY IT, AS A CONTRIBUTION TO THE CAPITAL OF
BUYER.
(E)
CAPITAL STRUCTURE AND BUSINESS.
NO
ORIGINATOR SHALL (AND EACH ORIGINATOR SHALL CAUSE EACH OTHER MEMBER OF THE
PARENT GROUP NOT TO) (I) MAKE ANY CHANGES IN ANY OF ITS BUSINESS OBJECTIVES,
PURPOSES OR OPERATIONS THAT COULD REASONABLY BE EXPECTED TO HAVE OR RESULT IN A
MATERIAL ADVERSE EFFECT OR (II) AMEND, SUPPLEMENT OR OTHERWISE MODIFY ITS
CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS, LIMITED LIABILITY COMPANY
AGREEMENT AND OTHER ORGANIZATIONAL DOCUMENTS EXCEPT WHERE SUCH AMENDMENT,
SUPPLEMENT OR OTHER MODIFICATION COULD NOT REASONABLY BE EXPECT TO HAVE OR
RESULT IN A MATERIAL ADVERSE EFFECT WITHIN THE MEANING OF CLAUSE (B) THROUGH
(E) OF THE DEFINITION THEREOF.
NO ORIGINATOR SHALL CHANGE THE TYPE OF ENTITY IT
IS, ITS JURISDICTION OF ORGANIZATION OR ITS ORGANIZATIONAL IDENTIFICATION
NUMBER, IF ANY, ISSUED BY ITS STATE OF ORGANIZATION, EXCEPT UPON 30 DAYS' PRIOR
WRITTEN NOTICE TO BUYER AND WITH RESPECT TO WHICH JURISDICTION ALL ACTION
REQUESTED BY BUYER PURSUANT TO SECTION 6.13 SHALL HAVE BEEN TAKEN WITH RESPECT
TO THE TRANSFERRED RECEIVABLES.
(F)
ACTIONS AFFECTING RIGHTS.
NO ORIGINATOR
SHALL (I) TAKE ANY ACTION, OR FAIL TO TAKE ANY ACTION, IF SUCH ACTION OR FAILURE
TO TAKE ACTION MAY INTERFERE WITH THE ENFORCEMENT OF ANY RIGHTS GIVEN TO THE
BUYER OR ITS ASSIGNEES HEREUNDER OR UNDER THE OTHER RELATED DOCUMENTS, INCLUDING
RIGHTS WITH RESPECT TO THE TRANSFERRED RECEIVABLES; OR (II) FAIL TO PAY ANY
CHARGE, FEE OR OTHER OBLIGATION OF SUCH ORIGINATOR WITH RESPECT TO THE
TRANSFERRED RECEIVABLES, OR FAIL TO DEFEND ANY ACTION, IF SUCH FAILURE TO PAY OR
DEFEND MAY ADVERSELY AFFECT THE PRIORITY OR ENFORCEABILITY OF THE PERFECTED
TITLE OF BUYER TO AND THE SOLE RECORD AND BENEFICIAL OWNERSHIP INTEREST OF BUYER
IN THE TRANSFERRED RECEIVABLES OR, PRIOR TO THEIR TRANSFER HEREUNDER, SUCH
ORIGINATOR'S RIGHT, TITLE OR INTEREST THEREIN.
(G)
ERISA.
NO ORIGINATOR SHALL, OR SHALL CAUSE
OR PERMIT ANY ERISA AFFILIATE TO, CAUSE OR PERMIT TO OCCUR AN EVENT THAT COULD
REASONABLY BE EXPECTED TO RESULT IN THE IMPOSITION OF A LIEN UNDER SECTION 412
OF THE IRC OR SECTION 302 OR 4068 OF ERISA OR CAUSE OR PERMIT TO OCCUR AN ERISA
EVENT.
(H)
CHANGE TO CREDIT AND COLLECTION POLICIES.
NO ORIGINATOR SHALL FAIL TO COMPLY IN ANY MATERIAL RESPECT WITH, AND NO MATERIAL
CHANGE, AMENDMENT, MODIFICATION OR WAIVER SHALL BE MADE TO, THE CREDIT AND
COLLECTION POLICIES WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER.
(I)
ADVERSE TAX CONSEQUENCES.
NO ORIGINATOR
SHALL TAKE OR PERMIT TO BE TAKEN ANY ACTION (OTHER THAN WITH RESPECT TO ACTIONS
TAKEN OR TO BE TAKEN SOLELY