MASTER SERVICER TO MAINTAIN A RECORD-KEEPING SYSTEM THAT WILL
CLEARLY AND UNAMBIGUOUSLY INDICATE, IN THE MASTER SERVICER'S FILES MAINTAINED ON
BEHALF OF THE COMPANY THAT SUCH RECEIVABLES HAVE BEEN ACQUIRED BY THE COMPANY
AND A SECURITY INTEREST HAS BEEN GRANTED BY THE COMPANY TO THE COLLATERAL AGENT
FOR THE BENEFIT OF THE SECURED PARTIES, AND (C) TO DELIVER OR TRANSMIT OR CAUSE
THE MASTER SERVICER ON BEHALF OF THE COMPANY TO DELIVER OR TRANSMIT TO THE
COLLATERAL AGENT A DAILY REPORT CONTAINING AT LEAST THE INFORMATION SPECIFIED IN
SCHEDULE 11 AS TO ALL RECEIVABLES, AS OF EACH RELATED RECEIVABLES CONTRIBUTION
DATE, IN EACH CASE IN ACCORDANCE WITH THE TRANSACTION DOCUMENTS; AND
(L)
THE COMPANY SHALL FURNISH TO THE
COLLATERAL AGENT, EACH FUNDING AGENT AND THE ADMINISTRATIVE AGENT:
(I)
WITHIN ONE HUNDRED FIFTY (150) DAYS AFTER
THE END OF EACH FISCAL YEAR THE UNAUDITED BALANCE SHEET AND UNAUDITED RELATED
STATEMENTS OF INCOME, EQUITYHOLDERS' EQUITY AND CASH FLOWS SHOWING THE FINANCIAL
CONDITION OF THE COMPANY AS OF THE CLOSE OF SUCH FISCAL YEAR, PREPARED IN
ACCORDANCE WITH GAAP;
(II)
PROMPTLY ALL INFORMATION, DOCUMENTS,
RECORDS, REPORTS, CERTIFICATES, OPINIONS AND NOTICES RECEIVED BY THE COMPANY
FROM AN ORIGINATOR UNDER ANY ORIGINATION AGREEMENT, AS THE COLLATERAL AGENT, ANY
FUNDING AGENT OR THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST; AND
(III)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF THE COMPANY, OR COMPLIANCE WITH THE TERMS OF ANY TRANSACTION DOCUMENT, IN
EACH CASE AS THE ADMINISTRATIVE AGENT, ANY FUNDING AGENT OR THE COLLATERAL AGENT
MAY REASONABLY REQUEST; AND
(IV)
A NOTICE OF THE DECISION TO APPOINT A NEW
DIRECTOR OF THE COMPANY AS AN "INDEPENDENT DIRECTOR", SUCH NOTICE TO BE ISSUED
NOT LESS THAN THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH APPOINTMENT.
26.3
NEGATIVE COVENANTS OF THE COMPANY
The Company hereby covenants that, until the Facility Termination Date occurs,
it shall not directly or indirectly:
(A)
LIMITATION ON LIABILITIES. CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS, EXCEPT (I) LIABILITIES (INCLUDING
ACCRUED AND CONTINGENT LIABILITIES) OR OBLIGATIONS ARISING UNDER OR IN RESPECT
OF THE TRANSACTION DOCUMENTS, INCLUDING LIABILITIES AND OBLIGATIONS REPRESENTING
FEES, EXPENSES AND INDEMNITIES PAYABLE PURSUANT TO AND IN ACCORDANCE WITH THE
TRANSACTION DOCUMENTS AND (II) IMMATERIAL AMOUNTS DUE AND PAYABLE IN THE
ORDINARY COURSE OF BUSINESS OF A SPECIAL PURPOSE COMPANY, PROVIDED THAT ANY
INDEBTEDNESS PERMITTED HEREUNDER AND DESCRIBED IN CLAUSE (I) ABOVE SHALL BE
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PAYABLE BY THE COMPANY SOLELY FROM FUNDS AVAILABLE TO THE COMPANY WHICH ARE NOT
OTHERWISE REQUIRED TO BE APPLIED TO THE PAYMENT OF ANY AMOUNTS BY THE COMPANY
PURSUANT TO ANY SERVICING AGREEMENT.
(B)
LIMITATION ON TRANSFERS OF RECEIVABLES, ETC.
EXCEPT AS OTHERWISE PERMITTED BY THE TRANSACTION DOCUMENTS, AT ANY TIME SELL,
TRANSFER, GRANT A SECURITY INTEREST IN OR OTHERWISE DISPOSE OF ANY OF THE
RECEIVABLES, RELATED PROPERTY, ANY OTHER COLLATERAL OR THE PROCEEDS THEREOF.
(C)
LIMITATION ON GUARANTEE OBLIGATIONS. BECOME
OR REMAIN LIABLE, DIRECTLY OR CONTINGENTLY, IN CONNECTION WITH ANY INDEBTEDNESS
OR OTHER LIABILITY