TO OR OTHERWISE ARISE UPON OR BURDEN THE
COLLATERAL OR ANY PART THEREOF OR ANY INTEREST THEREIN OR THE PROCEEDS THEREOF,
OR (III) EXCEPT AS PERMITTED BY THE OPERATIVE DOCUMENTS, PERMIT THE LIEN OF THE
CTA AGREEMENT NOT TO CONSTITUTE A VALID AND PERFECTED FIRST PRIORITY SECURITY
INTEREST IN THE COLLATERAL.
(G)
NO AMENDMENT.
THE BORROWER SHALL NOT AMEND THE TRUST AGREEMENT
WITHOUT THE CONSENT OF THE CONTROLLING PARTY.
(H)
NO MERGERS, ETC.
THE BORROWER WILL NOT CONSOLIDATE OR MERGE WITH
OR INTO ANY OTHER PERSON.
(I)
CHANGE OF NAME, ETC.
THE BORROWER WILL NOT CHANGE ITS NAME,
IDENTITY, OR STRUCTURE OR ITS CHIEF EXECUTIVE OFFICE OR THE JURISDICTION UNDER
WHICH IT HAS BEEN ORGANIZED, UNLESS AT LEAST TEN (10) DAYS PRIOR TO THE
EFFECTIVE DATE OF ANY SUCH CHANGE THE BORROWER DELIVERS TO THE TRUSTEE UCC
FINANCING STATEMENTS, EXECUTED BY THE BORROWER, NECESSARY TO REFLECT SUCH CHANGE
AND TO CONTINUE THE PERFECTION OF THE TRUSTEE'S (FOR THE BENEFIT OF THE SECURED
PARTIES) SECURITY INTEREST IN THE ACCOUNTS.
(J)
BORROWING BASE DEFICIENCY.
THE BORROWER SHALL AT ALL TIMES BE IN
COMPLIANCE WITH SECTION 2.6(B) HEREOF.
(K)
PLEDGED ACCOUNTS.
THE BORROWER SHALL NOT MOVE ANY PLEDGED ACCOUNT
FROM THE INSTITUTION AT WHICH IT IS MAINTAINED ON THE CLOSING DATE, EXCEPT AS
PERMITTED IN ACCORDANCE WITH SECTION 2.8.
(L)
SUCCESSOR MASTER SERVICER AND BACK-UP SERVICER.
THE BORROWER
SHALL NOT PERMIT ANY CHANGE OF MASTER SERVICER OR BACK-UP SERVICER, EXCEPT IN
ACCORDANCE WITH THE MASTER SERVICING AGREEMENT OR THE BACK-UP SERVICING
AGREEMENT, AS APPLICABLE.
(M)
ELIGIBLE ORIGINATORS.
THE BORROWER SHALL NOT MAKE ANY REQUEST FOR
A LOAN HEREUNDER UNLESS ALL CRITERIA SET FORTH IN THE DEFINITION OF "ELIGIBLE
ORIGINATOR" HAVE BEEN SATISFIED.
25
(N)
NO DEBT.
THE BORROWER SHALL NOT INCUR ANY DEBT EXCEPT AS
CONTEMPLATED BY THE OPERATIVE DOCUMENTS.
(O)
AMENDMENTS.
NEITHER THE BORROWER NOR THE MASTER SERVICER WILL
AMEND, MODIFY, SUPPLEMENT RESTATE OR REPLACE ANY OF THE TRUST AGREEMENT, THE
MASTER SERVICING AGREEMENT, THE BACKUP SERVICING AGREEMENT OR THE SUBSERVICING
AGREEMENT OR ANY PROVISION OF ANY OF THE FOREGOING WITHOUT THE PRIOR WRITTEN
CONSENT OF THE AGENT.
ARTICLE 6
EVENTS OF DEFAULT AND FACILITY TERMINATION EVENTS
SECTION 6.1.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY ONE OR MORE OF
THE FOLLOWING EVENTS SHALL CONSTITUTE AN EVENT OF DEFAULT:
(A)
A DEFAULT IN THE PAYMENT OF ANY INTEREST ON THE VFN AT THE
APPLICABLE DISCOUNT RATE WHEN THE SAME BECOMES DUE AND PAYABLE;
(B)
A DEFAULT IN THE PAYMENT OF ANY PRINCIPAL OF THE VFN IN REDUCTION
OF THE NET INVESTMENT WHEN DUE AND PAYABLE;
(C)
ANY REPRESENTATION, WARRANTY, CERTIFICATION, OR STATEMENT MADE BY
THE BORROWER IN THIS LOAN AGREEMENT OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT
HERETO OR OTHER OPERATIVE DOCUMENT SHALL PROVE TO HAVE BEEN INCORRECT IN ANY
MATERIAL RESPECT WHEN MADE OR DEEMED MADE (OTHER THAN ANY REPRESENTATION OR
WARRANTY OF THE BORROWER WITH RESPECT TO THE ACCOUNTS OR THE ELIGIBILITY
THEREOF);
(D)
FAILURE OF THE BORROWER TO PAY OR DEPOSIT ANY AMOUNTS (OTHER THAN
INTEREST OR PRINCIPAL