SECONDARY PURCHASE AGREEMENT OR WAIVE THE OCCURRENCE
OF ANY "EVENT OF TERMINATION" UNDER THE SECONDARY PURCHASE AGREEMENT OR CONSENT
TO ANY ASSIGNMENT BY THE PARENT OF ITS RIGHTS AND OBLIGATIONS THEREUNDER,
WITHOUT IN EACH CASE THE PRIOR WRITTEN CONSENT OF THE AGENT; PROVIDED, HOWEVER,
THAT THE SELLER MAY AMEND THE PERCENTAGE SET FORTH IN THE DEFINITION OF
"DISCOUNT" IN THE SECONDARY PURCHASE AGREEMENT IN ACCORDANCE WITH THE PROVISIONS
OF THE SECONDARY PURCHASE AGREEMENT WITHOUT THE CONSENT OF THE AGENT; PROVIDED,
FURTHER, THAT THE SELLER SHALL PROMPTLY NOTIFY THE AGENT OF ANY SUCH AMENDMENT.
THE SELLER WILL PERFORM ALL OF ITS OBLIGATIONS UNDER THE SECONDARY PURCHASE
AGREEMENT IN ALL MATERIAL RESPECTS AND WILL ENFORCE THE SECONDARY PURCHASE
AGREEMENT IN ACCORDANCE WITH ITS TERMS IN ALL MATERIAL RESPECTS.
(N)
NATURE OF BUSINESS.
THE SELLER WILL NOT ENGAGE IN ANY BUSINESS
OTHER THAN THE PURCHASE OR ACQUISITION OF RECEIVABLES, RELATED SECURITY AND
COLLECTIONS FROM THE PARENT AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
THE SELLER WILL NOT CREATE OR FORM ANY SUBSIDIARY.
(O)
MERGERS, ETC.
THE SELLER WILL NOT 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) TO, OR
ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR CAPITAL STOCK OR OTHER
OWNERSHIP INTEREST OF, OR ENTER INTO ANY JOINT VENTURE OR PARTNERSHIP AGREEMENT
WITH, ANY PERSON, OTHER THAN AS CONTEMPLATED BY THIS AGREEMENT AND THE SECONDARY
PURCHASE AGREEMENT.
(P)
DISTRIBUTIONS, ETC.
THE SELLER WILL NOT DECLARE OR MAKE ANY
DIVIDEND PAYMENT OR OTHER DISTRIBUTION OF ASSETS, PROPERTIES, CASH, RIGHTS,
OBLIGATIONS OR SECURITIES ON ACCOUNT OF ANY SHARES OF ANY CLASS OF MEMBERSHIP
INTERESTS OF THE SELLER, OR RETURN ANY CAPITAL TO ITS MEMBERS AS SUCH, OR
PURCHASE, RETIRE, DEFEASE, REDEEM OR OTHERWISE ACQUIRE FOR VALUE OR MAKE ANY
PAYMENT IN RESPECT OF ANY CLASS OF MEMBERSHIP INTERESTS OF THE SELLER OR ANY
WARRANTS, RIGHTS OR OPTIONS TO ACQUIRE ANY SUCH MEMBERSHIP INTERESTS, NOW OR
HEREAFTER OUTSTANDING; PROVIDED,
48
HOWEVER, THAT THE SELLER MAY DECLARE AND PAY CASH DISTRIBUTIONS ON ITS
MEMBERSHIP INTERESTS TO ITS MEMBERS SO LONG AS (I) NO EVENT OF TERMINATION SHALL
THEN EXIST OR WOULD OCCUR AS A RESULT THEREOF, (II) SUCH DISTRIBUTIONS ARE IN
COMPLIANCE WITH ALL APPLICABLE LAW INCLUDING THE LIMITED LIABILITY COMPANY LAW
OF THE STATE OF SELLER'S FORMATION, (III) SUCH DISTRIBUTIONS HAVE BEEN APPROVED
BY ALL NECESSARY AND APPROPRIATE LIMITED LIABILITY COMPANY ACTION OF THE SELLER,
AND (IV) AFTER GIVING EFFECT TO SUCH DISTRIBUTION, THE SELLER WILL BE SOLVENT
AND THE PAYMENT OF SUCH DISTRIBUTION WILL NOT DELAY OR IMPAIR THE ABILITY OF THE
SELLER TO PAY THE OBLIGATIONS.
(Q)
DEBT.
THE SELLER WILL NOT INCUR ANY DEBT, OTHER THAN ANY DEBT
INCURRED PURSUANT TO THIS AGREEMENT.
(R)
LIMITED LIABILITY COMPANY AGREEMENT.
FOR SO LONG AS THIS
AGREEMENT IS IN EFFECT, THE SELLER WILL NOT AMEND ITS LIMITED LIABILITY COMPANY
AGREEMENT WITHOUT