OTHER PERSON TO PERFORM, ALL OF THEIR OBLIGATIONS AND AGREEMENTS
CONTAINED IN THE COLLATERAL MANAGEMENT AGREEMENT OR SUCH OTHER AGREEMENT.
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SECTION 7.8
NEGATIVE COVENANTS.
(A)
THE ISSUER AND THE CO-ISSUER SHALL NOT:
(I)
SELL, ASSIGN, PARTICIPATE, TRANSFER, EXCHANGE OR OTHERWISE DISPOSE
OF, OR PLEDGE, MORTGAGE, HYPOTHECATE OR OTHERWISE ENCUMBER (OR PERMIT SUCH TO
OCCUR OR SUFFER SUCH TO EXIST), ANY PART OF THE ASSETS, EXCEPT AS OTHERWISE
EXPRESSLY PERMITTED BY THIS INDENTURE OR THE COLLATERAL MANAGEMENT AGREEMENT;
(II)
CLAIM ANY CREDIT ON, MAKE ANY DEDUCTION FROM, OR DISPUTE THE
ENFORCEABILITY OF, THE PAYMENT OF THE PRINCIPAL OR INTEREST PAYABLE IN RESPECT
OF THE NOTES (OTHER THAN AMOUNTS REQUIRED TO BE PAID, DEDUCTED OR WITHHELD IN
ACCORDANCE WITH ANY APPLICABLE LAW OR REGULATION OF ANY GOVERNMENTAL AUTHORITY),
OR ASSERT ANY CLAIM AGAINST ANY PRESENT OR FUTURE NOTEHOLDER BY REASON OF THE
PAYMENT OF ANY TAXES LEVIED OR ASSESSED UPON ANY PART OF THE ASSETS;
(III)
(A) INCUR OR ASSUME OR GUARANTEE ANY INDEBTEDNESS, OTHER THAN THE
NOTES AND THIS INDENTURE AND THE TRANSACTIONS CONTEMPLATED HEREBY; (B) ISSUE ANY
ADDITIONAL CLASS OF SECURITIES, OTHER THAN THE NOTES, THE PREFERRED SHARES, THE
ORDINARY SHARES OF THE ISSUER AND THE LIMITED LIABILITY COMPANY MEMBERSHIP
INTERESTS OF THE CO-ISSUER; OR (C) ISSUE ANY ADDITIONAL SHARES OF STOCK, OTHER
THAN THE ORDINARY SHARES OF THE ISSUER AND THE PREFERRED SHARES;
(IV)
(A) PERMIT THE VALIDITY OR EFFECTIVENESS OF THIS INDENTURE OR ANY
GRANT HEREUNDER TO BE IMPAIRED, OR PERMIT THE LIEN OF THIS INDENTURE TO BE
AMENDED, HYPOTHECATED, SUBORDINATED, TERMINATED OR DISCHARGED, OR PERMIT ANY
PERSON TO BE RELEASED FROM ANY COVENANTS OR OBLIGATIONS WITH RESPECT TO THIS
INDENTURE OR THE NOTES, EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREBY, (B) PERMIT
ANY LIEN, CHARGE, ADVERSE CLAIM, SECURITY INTEREST, MORTGAGE OR OTHER
ENCUMBRANCE (OTHER THAN THE LIEN OF THIS INDENTURE) TO BE CREATED ON OR EXTEND
TO OR OTHERWISE ARISE UPON OR BURDEN THE ASSETS OR ANY PART THEREOF, ANY
INTEREST THEREIN OR THE PROCEEDS THEREOF, EXCEPT AS MAY BE EXPRESSLY PERMITTED
HEREBY OR (C) TAKE ANY ACTION THAT WOULD PERMIT THE LIEN OF THIS INDENTURE NOT
TO CONSTITUTE A VALID FIRST PRIORITY SECURITY INTEREST IN THE ASSETS, EXCEPT AS
MAY BE EXPRESSLY PERMITTED HEREBY;
(V)
AMEND THE COLLATERAL MANAGEMENT AGREEMENT, EXCEPT PURSUANT TO THE
TERMS THEREOF;
(VI)
AMEND ANY SERVICING AGREEMENT, EXCEPT PURSUANT TO THE TERMS THEREOF;
(VII)
AMEND THE PREFERRED SHARES PAYING AGENCY AGREEMENT, EXCEPT PURSUANT
TO THE TERMS THEREOF;
(VIII)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISSOLVE OR
LIQUIDATE IN WHOLE OR IN PART, EXCEPT AS PERMITTED HEREUNDER;
(IX)
MAKE OR INCUR ANY CAPITAL EXPENDITURES, EXCEPT AS REASONABLY
REQUIRED TO PERFORM ITS FUNCTIONS IN ACCORDANCE WITH THE TERMS OF THIS
INDENTURE;
163
(X)
BECOME LIABLE IN ANY WAY, WHETHER DIRECTLY OR BY ASSIGNMENT OR AS A
GUARANTOR OR OTHER SURETY, FOR THE OBLIGATIONS OF THE LESSEE UNDER ANY LEASE,
HIRE ANY EMPLOYEES OR PAY ANY DIVIDENDS TO ITS SHAREHOLDERS, EXCEPT WITH RESPECT
TO THE PREFERRED SHARES IN ACCORDANCE WITH