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 FOREGOING.
(F)
AGREEMENTS. (I) BECOME A PARTY TO ANY
INDENTURE, MORTGAGE, INSTRUMENT, CONTRACT, AGREEMENT, LEASE OR OTHER
UNDERTAKING, EXCEPT THE TRANSACTION DOCUMENTS, THE PLEDGE AGREEMENT, SUB-LEASES
OF OFFICE SPACE, EQUIPMENT OR OTHER FACILITIES FOR USE BY THE COMPANY IN ITS
ORDINARY COURSE OF BUSINESS, SERVICE AGREEMENTS, AGREEMENTS RELATING TO SHARED
EMPLOYEES AND THE OTHER TRANSACTION DOCUMENTS AND AGREEMENTS NECESSARY TO
PERFORM ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS, (II) ISSUE ANY POWER OF
ATTORNEY (EXCEPT TO THE COLLATERAL AGENT OR THE MASTER SERVICER OR EXCEPT FOR
THE PURPOSE OF PERMITTING ANY PERSON TO PERFORM ANY MINISTERIAL FUNCTIONS ON
BEHALF OF THE COMPANY THAT ARE NOT PROHIBITED BY OR INCONSISTENT WITH THE TERMS
OF THE TRANSACTION DOCUMENTS), OR (III) OTHER THAN PURSUANT TO THE TERMS OF ANY
ORIGINATION AGREEMENT TO WHICH IT IS A PARTY, AMEND, AGREE, MODIFY OR WAIVE ANY
OF THE PROVISIONS OF THE ORIGINATION AGREEMENT OR REQUEST, CONSENT OR AGREE TO
OR SUFFER TO EXIST OR PERMIT ANY SUCH AMENDMENT, AGREEMENT, MODIFICATION OR
WAIVER OR EXERCISE ANY CONSENT RIGHTS GRANTED TO IT THEREUNDER UNLESS SUCH
AMENDMENT, AGREEMENT, MODIFICATION OR WAIVER OR SUCH EXERCISE OF
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CONSENT RIGHTS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT WITH RESPECT TO THE
COMPANY, THE CONTRIBUTOR, THE MASTER SERVICER OR ANY ORIGINATOR, THE
ADMINISTRATIVE AGENT AND EACH FUNDING AGENT SHALL HAVE CONSENTED TO ANY SUCH
AMENDMENTS, AGREEMENTS, MODIFICATIONS OR WAIVERS.
(G)
POLICIES; CHANGE IN PAYMENT INSTRUCTIONS.
(I) PERMIT ANY CHANGE OR MODIFICATION IN ANY MATERIAL RESPECT TO THE POLICIES,
EXCEPT (X) IF SUCH CHANGES OR MODIFICATIONS ARE NECESSARY UNDER ANY REQUIREMENT
OF LAW OR (Y) THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS SHALL HAVE
CONSENTED WITH RESPECT THERETO; OR, (II) EXCEPT AS MAY BE REQUIRED BY THE
ADMINISTRATIVE