IN THE STANDARDS OR TERMS USED HEREIN,
THEN THE PARTIES HERETO AGREE TO ENTER INTO GOOD
18
FAITH NEGOTIATIONS IN ORDER TO AMEND SUCH PROVISIONS SO AS TO EQUITABLY REFLECT
SUCH ACCOUNTING CHANGES WITH THE DESIRED RESULT THAT THE CRITERIA FOR EVALUATING
THE FINANCIAL CONDITION OF SUCH PERSONS AND THEIR SUBSIDIARIES SHALL BE THE SAME
AFTER SUCH ACCOUNTING CHANGES AS IF SUCH ACCOUNTING CHANGES HAD NOT BEEN MADE.
IF THE PARTIES HERETO AGREE UPON THE REQUIRED AMENDMENTS TO THIS AGREEMENT, THEN
AFTER APPROPRIATE AMENDMENTS HAVE BEEN EXECUTED AND THE UNDERLYING ACCOUNTING
CHANGE WITH RESPECT THERETO HAS BEEN IMPLEMENTED, ANY REFERENCE TO GAAP
CONTAINED HEREIN SHALL, ONLY TO THE EXTENT OF SUCH ACCOUNTING CHANGE, REFER TO
GAAP CONSISTENTLY APPLIED AFTER GIVING EFFECT TO THE IMPLEMENTATION OF SUCH
ACCOUNTING CHANGE.
IF SUCH PARTIES CANNOT AGREE UPON THE REQUIRED AMENDMENTS
WITHIN 30 DAYS FOLLOWING THE DATE OF IMPLEMENTATION OF ANY ACCOUNTING CHANGE,
THEN ALL FINANCIAL STATEMENTS DELIVERED AND ALL STANDARDS AND TERMS USED HEREIN
SHALL BE PREPARED, DELIVERED AND USED WITHOUT REGARD TO THE UNDERLYING
ACCOUNTING CHANGE.
(N)
GENERAL TRIAL BALANCE.
EACH ORIGINATOR
SHALL GENERATE ITS GENERAL TRIAL BALANCE ON EACH DAY THAT SUCH ORIGINATOR
TRANSFERS RECEIVABLES PURSUANT TO THIS AGREEMENT.
IF AT ANY TIME ANY ORIGINATOR
FAILS TO GENERATE ITS GENERAL TRIAL BALANCE, BUYER SHALL HAVE THE RIGHT TO
RECONSTRUCT SUCH GENERAL TRIAL BALANCE SO THAT A DETERMINATION OF THE SOLD
RECEIVABLES AND CONTRIBUTED RECEIVABLES CAN BE MADE.
EACH ORIGINATOR AGREES TO
COOPERATE WITH SUCH RECONSTRUCTION, INCLUDING BY DELIVERY TO BUYER, UPON BUYER'S
REQUEST, OF COPIES OF ALL RECORDS.
SECTION 4.03.
NEGATIVE COVENANTS OF THE ORIGINATORS.
EACH ORIGINATOR COVENANTS
AND AGREES THAT, WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER, FROM AND AFTER THE
CLOSING DATE AND UNTIL THE TERMINATION DATE:
(A)
SALE OF RECEIVABLES AND RELATED ASSETS.
NO
ORIGINATOR SHALL SELL, TRANSFER, CONVEY, ASSIGN (BY OPERATION OF LAW OR
OTHERWISE) OR OTHERWISE DISPOSE OF, OR ASSIGN ANY RIGHT TO RECEIVE INCOME IN
RESPECT OF, ANY OF ITS RECEIVABLES OR CONTRACTS THEREFOR, OR ANY OF ITS RIGHTS
WITH RESPECT TO ANY LOCKBOX OR COLLECTION ACCOUNT, EXCEPT FOR THE SALES,
TRANSFERS, CONVEYANCES, ASSIGNMENTS OR DISPOSITIONS EXPRESSLY CONTEMPLATED
HEREUNDER.
(B)
LIENS.
NO ORIGINATOR SHALL CREATE, INCUR,
ASSUME OR PERMIT TO EXIST ANY ADVERSE CLAIM ON OR WITH RESPECT TO ITS
RECEIVABLES (WHETHER NOW OWNED OR HEREAFTER ACQUIRED) EXCEPT FOR PERMITTED
ENCUMBRANCES THAT DO NOT ATTACH TO TRANSFERRED RECEIVABLES.
(C)
MODIFICATIONS OF RECEIVABLES OR CONTRACTS.
EXCEPT TO THE EXTENT THE SERVICER IS PERMITTED TO DO SO BY THE CREDIT AND
COLLECTION POLICIES, NO ORIGINATOR SHALL EXTEND, AMEND, FORGIVE, DISCHARGE,
COMPROMISE, CANCEL OR OTHERWISE MODIFY THE TERMS OF ANY TRANSFERRED RECEIVABLE,
OR AMEND, MODIFY OR WAIVE ANY TERM OR CONDITION OF ANY CONTRACT THEREFOR IN A
MANNER THAT WOULD HAVE THE EFFECT OF CREATING SUCH A MODIFICATION OF A
RECEIVABLE.
(D)
SALE CHARACTERIZATION.
NO ORIGINATOR SHALL
(AND EACH ORIGINATOR SHALL CAUSE EACH OTHER MEMBER OF THE PARENT GROUP NOT TO)
MAKE STATEMENTS OR DISCLOSURES OR PREPARE ANY FINANCIAL STATEMENTS FOR ANY
PURPOSE, INCLUDING FOR FEDERAL INCOME