BORROWER RECEIVES NOTICE OR HAS ACTUAL KNOWLEDGE OF
NONCOMPLIANCE WITH THIS SECTION 5.1(M)) TO ENSURE THAT IN NO EVENT SHALL THE
WEIGHTED AVERAGE INTEREST RATE OF ALL ELIGIBLE ACCOUNTS BE LESS THAN 7.25% PER
ANNUM.
(N)
ASSIGNMENTS.
THE BORROWER SHALL PREPARE AND EXECUTE ASSIGNMENTS
IN RECORDABLE FORM AT THE REASONABLE REQUEST OF THE AGENT.
(O)
DUE DILIGENCE REVIEW.
PRIOR TO FEBRUARY 4TH OF EACH CALENDAR
YEAR, THE BORROWER SHALL COMPLETE, AT ITS EXPENSE, A DUE DILIGENCE REVIEW WITH
RESPECT TO ALL ACCOUNTS OWNED BY THE BORROWER AND SUCH OTHER MATTERS AS THE
AGENT REASONABLY REQUESTS; PROVIDED, HOWEVER, SO LONG AS NO EVENT OF DEFAULT,
POTENTIAL EVENT OF DEFAULT, FACILITY TERMINATION EVENT OR POTENTIAL FACILITY
TERMINATION EVENT HAS OCCURRED, THE BORROWER SHALL ONLY BE REQUIRED TO COMPLETE
ONE DUE DILIGENCE REVIEW AT ITS EXPENSE IN ANY CALENDAR YEAR.
SECTION 5.2.
NEGATIVE COVENANTS OF BORROWER.
AT ALL TIMES FROM THE
DATE HEREOF TO THE DATE ON WHICH ALL AMOUNTS DUE AND OWING TO ANY OF THE SECURED
PARTIES UNDER THE OPERATIVE DOCUMENTS HAVE BEEN PAID IN FULL AND THIS LOAN
AGREEMENT HAS TERMINATED, UNLESS THE CONTROLLING PARTY SHALL OTHERWISE CONSENT
IN WRITING:
(A)
NO EXTENSION OR AMENDMENT OF ACCOUNTS.
EXCEPT AS PERMITTED BY
SECTION 2.1(J) OF THE MASTER SERVICING AGREEMENT OR SECTION 3.4 OF THE CTA
AGREEMENT, THE BORROWER WILL NOT EXTEND, AMEND, OR OTHERWISE MODIFY THE TERMS OF
ANY ACCOUNT, OR AMEND, MODIFY, OR WAIVE ANY TERM OR CONDITION OF ANY ACCOUNT
DOCUMENT RELATED THERETO.
(B)
NO SALE.
THE BORROWER SHALL NOT SELL, TRANSFER, EXCHANGE OR
OTHERWISE DISPOSE OF ANY PORTION OF THE COLLATERAL (OTHER THAN ANY ACCOUNTS
WHICH ARE NOT ELIGIBLE ACCOUNTS OR OTHERWISE EXCLUDED FROM THE BORROWING BASE)
EXCEPT AS EXPRESSLY PERMITTED BY THE OPERATIVE DOCUMENTS.
(C)
NO INSURANCE.
THE BORROWER SHALL NOT OBTAIN OR CARRY INSURANCE
RELATING TO THE ACCOUNTS SEPARATE FROM THAT REQUIRED BY THE MASTER SERVICING
AGREEMENT, UNLESS THE TRUSTEE SHALL HAVE THE SAME RIGHTS WITH RESPECT THERETO AS
IT HAS WITH RESPECT TO THE INSURANCE REQUIRED BY THE MASTER SERVICING AGREEMENT.
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(D)
OTHER BUSINESS.
THE BORROWER SHALL NOT ENGAGE IN ANY BUSINESS OR
ACTIVITY OTHER THAN IN CONNECTION WITH, OR RELATING TO, THE ISSUANCE OF THE VFN
OR THE PRESERVATION OF THE COLLATERAL AND THE RELEASE OF ASSETS THEREFROM
PURSUANT TO THIS LOAN AGREEMENT, AND THE OTHER OPERATIVE DOCUMENTS TO WHICH THE
BORROWER IS A PARTY.
(E)
DISSOLUTION.
THE BORROWER SHALL NOT DISSOLVE OR LIQUIDATE IN
WHOLE OR IN PART.
(F)
LIENS.
THE BORROWER SHALL NOT (I) PERMIT THE VALIDITY OR
EFFECTIVENESS OF THIS LOAN AGREEMENT OR THE CTA AGREEMENT TO BE IMPAIRED, OR
PERMIT THE LIEN OF THE CTA AGREEMENT TO BE AMENDED, HYPOTHECATED, SUBORDINATED,
TERMINATED OR DISCHARGED, OR PERMIT ANY PERSON TO BE RELEASED FROM ANY COVENANTS
OR OBLIGATIONS UNDER THIS LOAN AGREEMENT OR, (II) EXCEPT AS MAY BE EXPRESSLY
CREATED OR PERMITTED BY THE OPERATIVE DOCUMENTS, PERMIT ANY LIEN, CHARGE,
SECURITY INTEREST, MORTGAGE OR OTHER ENCUMBRANCE (OTHER THAN THE LIEN OF THE CTA
AGREEMENT) TO BE CREATED ON OR EXTEND