PURPOSES.
(N)
EXTENSION OR AMENDMENT OF RECEIVABLES. EXTEND,
MAKE ANY DILUTION ADJUSTMENT TO, RESCIND, CANCEL, AMEND OR OTHERWISE MODIFY, OR
ATTEMPT OR PURPORT TO EXTEND, AMEND OR OTHERWISE MODIFY, THE TERMS OF ANY
RECEIVABLES OTHER THAN AS PERMITTED UNDER SECTION 4.05(A) OF THE SERVICING
AGREEMENT.
(O)
AMENDMENT OF TRANSACTION DOCUMENTS OR OTHER
MATERIAL DOCUMENTS. OTHER THAN AS SET FORTH IN THE TRANSACTION DOCUMENTS, AMEND
ANY TRANSACTION DOCUMENT OR OTHER MATERIAL DOCUMENT RELATED TO ANY TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
(P)
ORIGINATION AGREEMENTS. TAKE ANY ACTION UNDER
ANY ORIGINATION AGREEMENT TO WHICH IT IS A PARTY THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(Q)
LIMITATION ON INVESTMENTS AND LOANS. MAKE ANY
ADVANCE, LOAN, EXTENSION OF CREDIT OR CAPITAL CONTRIBUTION TO, OR PURCHASE ANY
STOCK, BONDS, NOTES, DEBENTURES OR OTHER SECURITIES OF OR ANY ASSETS
CONSTITUTING A BUSINESS UNIT OF, OR MAKE ANY OTHER INVESTMENT IN, ANY PERSON,
EXCEPT FOR THE RECEIVABLES OR AS OTHERWISE CONTEMPLATED UNDER THE TRANSACTION
DOCUMENTS.
62
(R)
LIMITATION ON MERGERS, ACQUISITIONS AND
ASSET SALES. ENTER INTO ANY AGREEMENT TO MERGE WITH OR ACQUIRE ANOTHER COMPANY
OR SELL ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS.
(S)
INSTRUMENTS. UNLESS DELIVERED TO THE
COLLATERAL AGENT, THE COMPANY SHALL NOT TAKE ANY ACTION, OR ALLOW THE MASTER
SERVICER OR ANY ORIGINATOR TO TAKE ANY ACTION, TO CAUSE ANY RECEIVABLE NOT
EVIDENCED BY AN "INSTRUMENT" (AS DEFINED IN THE APPLICABLE UCC OR OTHER SIMILAR
APPLICABLE STATUTE OR LEGISLATION) UPON ORIGINATION TO BECOME EVIDENCED BY AN
INSTRUMENT, EXCEPT IN CONNECTION WITH ITS ENFORCEMENT OR COLLECTION OF A
DEFAULTED RECEIVABLE.
26.4
NEGATIVE COVENANTS OF THE COMPANY AND THE MASTER
SERVICER
(A)
THE MASTER SERVICER HEREBY AGREES THAT IT
SHALL OBSERVE EACH AND ALL OF ITS COVENANTS (BOTH AFFIRMATIVE AND NEGATIVE)
CONTAINED IN EACH SERVICING AGREEMENT IN ALL MATERIAL RESPECTS AND THAT IT
SHALL:
(I)
PROVIDE TO THE ADMINISTRATIVE AGENT AND
EACH FUNDING AGENT (A) NO LATER THAN THE INITIAL BORROWING DATE (AS PROVIDED BY
SECTION 6.1(S)) AND (B) IN THE CASE OF AN ADDITION OF AN ORIGINATOR, PRIOR TO
THE DATE SUCH ORIGINATOR IS ADDED, EVIDENCE THAT EACH SUCH ORIGINATOR MAINTAINS
DISASTER RECOVERY SYSTEMS AND BACK UP COMPUTER AND OTHER INFORMATION MANAGEMENT
SYSTEMS WHICH SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
EACH FUNDING AGENT AND THE LIQUIDATION SERVICER;
(II)
PROVIDE TO THE ADMINISTRATIVE AGENT AND EACH
FUNDING AGENT, SIMULTANEOUSLY WITH DELIVERY TO THE COLLATERAL AGENT, ALL
REPORTS, NOTICES, CERTIFICATES, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE
DELIVERED TO THE COLLATERAL AGENT PURSUANT TO THE SERVICING AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS AND FURNISH TO THE ADMINISTRATIVE AGENT AND EACH
FUNDING AGENT PROMPTLY AFTER RECEIPT THEREOF A COPY OF EACH MATERIAL NOTICE,
MATERIAL DEMAND OR OTHER MATERIAL COMMUNICATION (EXCLUDING ROUTINE
COMMUNICATIONS) RECEIVED BY OR ON BEHALF OF THE COMPANY OR THE MASTER SERVICER
WITH RESPECT TO THE TRANSACTION DOCUMENTS; AND
(III)
PROVIDE NOTICE TO THE ADMINISTRATIVE AGENT AND
EACH FUNDING AGENT OF THE APPOINTMENT OF A SUCCESSOR MASTER SERVICER PURSUANT TO
SECTION 6.02 OF THE SERVICING AGREEMENT.