BY A GOVERNMENTAL AUTHORITY), OR FAIL OR NEGLECT TO
PERFORM, KEEP OR OBSERVE ANY OF ITS OBLIGATIONS HEREUNDER OR UNDER THE OTHER
RELATED DOCUMENTS, THAT WOULD HAVE THE EFFECT DIRECTLY OR INDIRECTLY OF
SUBJECTING ANY PAYMENT TO BUYER, OR TO ANY ASSIGNEE WHO IS A RESIDENT OF THE
UNITED STATES OF AMERICA, TO WITHHOLDING TAXATION.
(J)
NO PROCEEDINGS.
FROM AND AFTER THE
EFFECTIVE DATE AND UNTIL THE DATE ONE YEAR PLUS ONE DAY FOLLOWING THE
TERMINATION DATE, NO ORIGINATOR SHALL, DIRECTLY OR INDIRECTLY, INSTITUTE OR
CAUSE TO BE INSTITUTED AGAINST BUYER ANY PROCEEDING OF THE TYPE REFERRED TO IN
SECTIONS 8.01(D) AND 8.01(E) OF THE FUNDING AGREEMENT.
20
(K)
MERGERS, ACQUISITIONS, SALES, ETC.
OTHER
THAN AS PERMITTED PURSUANT TO SECTION 5.6 OF THE EXISTING CREDIT AGREEMENT, NO
TRANSACTION PARTY SHALL (I) BE A PARTY TO ANY MERGER OR CONSOLIDATION, OR
DIRECTLY OR INDIRECTLY PURCHASE OR OTHERWISE ACQUIRE ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OR ANY STOCK OF ANY CLASS OF, OR ANY PARTNERSHIP OR JOINT VENTURE
INTEREST IN, ANY OTHER PERSON, OR (II) DIRECTLY OR INDIRECTLY SELL, TRANSFER,
ASSIGN, CONVEY OR LEASE WHETHER IN ONE OR A SERIES OF TRANSACTIONS, ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS OTHER THAN PURSUANT HERETO, EXCEPT FOR ANY SUCH
MERGER OR CONSOLIDATION, SALE, TRANSFER, CONVEYANCE, LEASE OR ASSIGNMENT OF OR
BY ANY MAJORITY-OWNED SUBSIDIARY INTO SUCH PERSON OR INTO, WITH OR TO ANY OTHER
MAJORITY-OWNED SUBSIDIARY AND ANY SUCH PURCHASE OR OTHER ACQUISITION BY SUCH
PERSON OR ANY MAJORITY-OWNED SUBSIDIARY OF THE ASSETS OR STOCK OF ANY
MAJORITY-OWNED SUBSIDIARY. NOTWITHSTANDING THE FOREGOING, OTHER THAN THE PARENT
IN ITS CAPACITY AS THE SOLE MEMBER OF THE BUYER, NO MEMBER OF THE PARENT GROUP
SHALL BE A PARTY TO ANY MERGER OR CONSOLIDATION, OR DIRECTLY OR INDIRECTLY
PURCHASE OR OTHERWISE ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR ANY
STOCK OF THE BUYER. IN CONNECTION WITH ANY MERGER OR CONSOLIDATION THAT IS
PERMITTED PURSUANT TO SECTION 5.6 OF THE EXISTING CREDIT AGREEMENT, EACH
ORIGINATOR WILL (I) PROVIDE WRITTEN NOTICE THEREOF TO THE BUYER, AND (II) TAKE
ALL SUCH ACTIONS AND DELIVER, OR CAUSE TO BE DELIVERED, SUCH OPINION LETTERS OF
COUNSEL, CERTIFICATES AND OTHER AGREEMENTS THAT THE BUYER DEEMS REASONABLY
NECESSARY OR DESIRABLE UNDER THE UCC TO MAINTAIN THE PERFECTION AND PRIORITY OF
THE BUYER'S OWNERSHIP INTEREST IN THE RECEIVABLES.
(L)
[RESERVED].
(M)
MODIFICATION TO THE CREDIT AGREEMENT.
WITHOUT
THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, THE PARENT WILL NOT AGREE
TO ANY AMENDMENT, MODIFICATION OR WAIVER TO ANY PROVISION OF THE CREDIT
AGREEMENT (OTHER THAN THE EXISTING CREDIT AGREEMENT SO LONG AS THE
ADMINISTRATIVE AGENT THEREUNDER IS GE CAPITAL OR AN AFFILIATE THEREOF) WHICH
IMPAIRS THE RIGHTS OF THE BUYER, THE ADMINISTRATIVE AGENT, THE INDEMNIFIED
PERSONS OR THE AFFECTED PARTIES UNDER ANY RELATED DOCUMENT OR WITH RESPECT TO
THE TRANSFERRED RECEIVABLES, THE COLLECTIONS THEREON OR THE BORROWER COLLATERAL.
(N)
COMMINGLING.
NO ORIGINATOR SHALL (AND EACH
ORIGINATOR SHALL CAUSE EACH OTHER MEMBER OF THE PARENT GROUP NOT TO) DEPOSIT OR
PERMIT THE