THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF THE COMPANY, OR COMPLIANCE WITH THE TERMS OF ANY TRANSACTION DOCUMENT, IN
EACH CASE AS THE ADMINISTRATIVE AGENT, ANY FUNDING AGENT OR THE COLLATERAL AGENT
MAY REASONABLY REQUEST; AND
(M)
WITHIN 30 DAYS AFTER THE CLOSING DATE, THE
COMPANY SHALL ENTER INTO THE LIQUIDATION SERVICER AGREEMENT WITH THE LIQUIDATION
SERVICER ON TERMS SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE CURE PERIOD
SET FORTH IN SECTION 21.1(F) SHALL NOT APPLY TO THIS COVENANT.
26.3
NEGATIVE COVENANTS OF THE COMPANY
The Company hereby covenants that, until the Final Payment Date occurs, it shall
not directly or indirectly:
(A)
LIMITATION ON LIABILITIES. CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS, EXCEPT (I) LIABILITIES (INCLUDING
ACCRUED AND CONTINGENT LIABILITIES) OR OBLIGATIONS ARISING UNDER OR IN RESPECT
OF THE TRANSACTION DOCUMENTS, INCLUDING LIABILITIES AND OBLIGATIONS REPRESENTING
FEES, EXPENSES AND INDEMNITIES PAYABLE PURSUANT TO AND IN ACCORDANCE WITH THE
TRANSACTION DOCUMENTS AND (II) IMMATERIAL AMOUNTS DUE AND PAYABLE IN THE
ORDINARY COURSE OF BUSINESS OF A SPECIAL PURPOSE COMPANY, PROVIDED THAT ANY
INDEBTEDNESS PERMITTED HEREUNDER AND DESCRIBED IN CLAUSES (I) AND (II) ABOVE
SHALL BE PAYABLE BY THE COMPANY SOLELY FROM FUNDS AVAILABLE TO THE COMPANY
59
WHICH ARE NOT OTHERWISE REQUIRED TO BE APPLIED TO THE PAYMENT OF ANY AMOUNTS BY
THE COMPANY PURSUANT TO ANY SERVICING AGREEMENT.
(B)
LIMITATION ON TRANSFERS OF RECEIVABLES, ETC.
EXCEPT AS OTHERWISE PERMITTED BY THE TRANSACTION DOCUMENTS, AT ANY TIME SELL,
TRANSFER, GRANT A SECURITY INTEREST IN OR OTHERWISE DISPOSE OF ANY OF THE
RECEIVABLES, RELATED PROPERTY, ANY OTHER COLLATERAL OR THE PROCEEDS THEREOF.
(C)
LIMITATION ON GUARANTEE OBLIGATIONS. BECOME
OR REMAIN LIABLE, DIRECTLY OR CONTINGENTLY, IN CONNECTION WITH ANY INDEBTEDNESS
OR OTHER LIABILITY OF ANY OTHER PERSON, WHETHER BY GUARANTEE, ENDORSEMENT (OTHER
THAN ENDORSEMENTS OF NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR COLLECTION IN THE
ORDINARY COURSE OF BUSINESS), AGREEMENT TO PURCHASE OR REPURCHASE, AGREEMENT TO
SUPPLY OR ADVANCE FUNDS OR OTHERWISE OTHER THAN UNDER OR AS CONTEMPLATED BY ANY
TRANSACTION DOCUMENTS.
(D)
LIMITATION ON FUNDAMENTAL CHANGES. EXCEPT TO
THE EXTENT PERMITTED UNDER THE TRANSACTION DOCUMENTS, ENTER INTO ANY MERGER,
CONSOLIDATION OR AMALGAMATION, OR LIQUIDATE, TO THE FULLEST EXTENT PERMITTED BY
LAW, WIND UP OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION OR DISSOLUTION), OR
MAKE ANY MATERIAL CHANGE IN ITS PRESENT METHOD OF CONDUCTING BUSINESS, OR
CONVEY, SELL, LEASE, ASSIGN, TRANSFER, GRANT A SECURITY INTEREST IN OR OTHERWISE
DISPOSE OF, ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY, BUSINESS OR ASSETS OTHER
THAN THE SECURITY INTERESTS CONTEMPLATED HEREBY.
(E)
BUSINESS. ENGAGE AT ANY TIME IN ANY BUSINESS
OR BUSINESS ACTIVITY OTHER THAN THE ACQUISITION OF RECEIVABLES PURSUANT TO ANY
ORIGINATION AGREEMENT TO WHICH IT IS A PARTY, THE SECURITY INTERESTS HEREUNDER,
THE OTHER TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND ANY
ACTIVITY INCIDENTAL TO THE FOREGOING AND NECESSARY OR CONVENIENT TO ACCOMPLISH
THE FOREGOING, OR OTHERWISE CONTEMPLATED BY ANY OF THE TRANSACTION DOCUMENTS OR
ENTER INTO OR BE A PARTY TO ANY AGREEMENT OR INSTRUMENT OTHER THAN IN CONNECTION
WITH THE