OR THE
CO-ISSUER, AS THE CASE MAY BE, SHALL REMAIN PRIMARILY LIABLE WITH RESPECT
THERETO.
IN THE EVENT OF SUCH CONTRACT, THE PERFORMANCE OF SUCH ACTIONS AND
OBLIGATIONS BY SUCH PERSONS SHALL BE DEEMED TO BE PERFORMANCE OF SUCH ACTIONS
AND OBLIGATIONS BY THE ISSUER OR THE CO-ISSUER; AND THE ISSUER OR THE CO-ISSUER
SHALL PUNCTUALLY PERFORM, AND USE REASONABLE COMMERCIAL EFFORTS TO CAUSE THE
COLLATERAL MANAGER OR SUCH OTHER PERSON TO PERFORM, ALL OF THEIR OBLIGATIONS AND
AGREEMENTS CONTAINED IN THE COLLATERAL MANAGEMENT AGREEMENT OR SUCH OTHER
AGREEMENT.
SECTION 7.8
NEGATIVE COVENANTS.
(A)
THE ISSUER AND THE CO-ISSUER SHALL NOT:
(I)
SELL, ASSIGN, PARTICIPATE, TRANSFER, EXCHANGE OR OTHERWISE DISPOSE OF,
OR PLEDGE, MORTGAGE, HYPOTHECATE OR OTHERWISE ENCUMBER (OR PERMIT SUCH TO OCCUR
OR SUFFER SUCH TO EXIST), ANY PART OF THE ASSETS, EXCEPT AS OTHERWISE EXPRESSLY
PERMITTED BY THIS INDENTURE, THE COLLATERAL ASSIGNMENT OF SWAP DOCUMENTS OR THE
COLLATERAL MANAGEMENT AGREEMENT;
(II)
CLAIM ANY CREDIT ON, MAKE ANY DEDUCTION FROM, OR DISPUTE THE
ENFORCEABILITY OF, THE PAYMENT OF THE PRINCIPAL OR INTEREST PAYABLE IN RESPECT
OF THE NOTES (OTHER THAN AMOUNTS REQUIRED TO BE PAID, DEDUCTED OR WITHHELD IN
ACCORDANCE WITH ANY APPLICABLE LAW OR REGULATION OF ANY GOVERNMENTAL AUTHORITY),
OR ASSERT ANY CLAIM AGAINST ANY PRESENT OR FUTURE NOTEHOLDER BY REASON OF THE
PAYMENT OF ANY TAXES LEVIED OR ASSESSED UPON ANY PART OF THE ASSETS;
(III)
(A) INCUR OR ASSUME OR GUARANTEE ANY INDEBTEDNESS, OTHER THAN THE
NOTES AND THIS INDENTURE AND THE TRANSACTIONS CONTEMPLATED HEREBY; (B) ISSUE ANY
ADDITIONAL CLASS OF SECURITIES, OTHER THAN THE NOTES, THE PREFERRED SHARES, THE
ORDINARY SHARES OF THE ISSUER AND THE LIMITED LIABILITY COMPANY MEMBERSHIP
INTERESTS OF THE CO-ISSUER; OR (C) ISSUE ANY ADDITIONAL SHARES OF STOCK, OTHER
THAN THE ORDINARY SHARES OF THE ISSUER AND THE PREFERRED SHARES;
(IV)
(A) PERMIT THE VALIDITY OR EFFECTIVENESS OF THIS INDENTURE OR ANY GRANT
HEREUNDER TO BE IMPAIRED, OR PERMIT THE LIEN OF THIS INDENTURE TO BE AMENDED,
HYPOTHECATED, SUBORDINATED, TERMINATED OR DISCHARGED, OR PERMIT ANY PERSON TO BE
RELEASED FROM ANY COVENANTS OR OBLIGATIONS WITH RESPECT TO THIS INDENTURE OR THE
NOTES, EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREBY, (B) PERMIT ANY LIEN, CHARGE,
ADVERSE CLAIM, SECURITY INTEREST, MORTGAGE OR OTHER ENCUMBRANCE (OTHER THAN THE
LIEN OF THIS INDENTURE) TO BE CREATED ON OR EXTEND TO OR OTHERWISE ARISE UPON OR
BURDEN THE ASSETS OR ANY PART THEREOF, ANY INTEREST THEREIN OR THE PROCEEDS
THEREOF, EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREBY AND UNDER THE COLLATERAL
ASSIGNMENT OF SWAP DOCUMENTS OR (C) TAKE ANY ACTION
174
THAT WOULD PERMIT THE LIEN OF THIS INDENTURE NOT TO CONSTITUTE A VALID FIRST
PRIORITY SECURITY INTEREST IN THE ASSETS, EXCEPT AS MAY BE EXPRESSLY PERMITTED
HEREBY;
(V)
AMEND THE COLLATERAL MANAGEMENT AGREEMENT, EXCEPT PURSUANT TO THE TERMS
THEREOF;
(VI)
AMEND ANY SERVICING AGREEMENT, EXCEPT PURSUANT TO THE TERMS THEREOF;
(VII)
AMEND THE PREFERRED SHARES PAYING AGENCY AGREEMENT, EXCEPT PURSUANT TO
THE TERMS THEREOF;
(VIII)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISSOLVE