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.
(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
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 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 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 THEY ARE MAINTAINED ON THE CLOSING DATE, EXCEPT AS
PERMITTED IN ACCORDANCE WITH SECTION 2.8.
(L)
SUCCESSOR MASTER SERVICER.
THE BORROWER SHALL NOT PERMIT ANY
CHANGE OF MASTER SERVICER, EXCEPT IN ACCORDANCE WITH THE MASTER SERVICING
AGREEMENT.
(M)
ELIGIBLE ORIGINATORS.
THE BORROWER SHALL NOT MAKE ANY REQUEST FOR
A LOAN HEREUNDER UNLESS ALL CRITERIA SET FORTH IN THE DEFINITION