PERSON.
29
(G)
SALE CHARACTERIZATION; RECEIVABLES SALE AND SERVICING AGREEMENT.
THE BORROWER SHALL NOT MAKE STATEMENTS OR DISCLOSURES, PREPARE ANY FINANCIAL
STATEMENTS OR IN ANY OTHER RESPECT ACCOUNT FOR OR TREAT THE TRANSACTIONS
CONTEMPLATED BY THE SALE AGREEMENT (INCLUDING FOR ACCOUNTING, TAX AND REPORTING
PURPOSES) IN ANY MANNER OTHER THAN (I) WITH RESPECT TO EACH SALE OF EACH SOLD
RECEIVABLE EFFECTED PURSUANT TO THE SALE AGREEMENT, AS A TRUE SALE AND ABSOLUTE
ASSIGNMENT OF THE TITLE TO AND SOLE RECORD AND BENEFICIAL OWNERSHIP INTEREST OF
THE TRANSFERRED RECEIVABLES BY THE ORIGINATORS TO THE BORROWER OR (II) WITH
RESPECT TO EACH CONTRIBUTION OF CONTRIBUTED RECEIVABLES THEREUNDER, AS AN
INCREASE IN THE STATED CAPITAL OF THE BORROWER.
(H)
RESTRICTED PAYMENTS.
THE BORROWER SHALL NOT ENTER INTO ANY
LENDING TRANSACTION WITH ANY OTHER PERSON.
THE BORROWER SHALL NOT AT ANY TIME
(I) ADVANCE CREDIT TO ANY PERSON OR (II) DECLARE ANY DISTRIBUTIONS, REPURCHASE
ANY MEMBERSHIP INTEREST, RETURN ANY CAPITAL, OR MAKE ANY OTHER PAYMENT OR
DISTRIBUTION OF CASH OR OTHER PROPERTY OR ASSETS IN RESPECT OF THE BORROWER'S
MEMBERSHIP INTEREST OR MAKE A REPAYMENT WITH RESPECT TO ANY SUBORDINATED LOANS
IF, AFTER GIVING EFFECT TO ANY SUCH ADVANCE OR DISTRIBUTION, A FUNDING EXCESS,
INCIPIENT TERMINATION EVENT OR TERMINATION EVENT WOULD EXIST OR OTHERWISE RESULT
THEREFROM.
(I)
INDEBTEDNESS.
THE BORROWER SHALL NOT CREATE, INCUR, ASSUME OR
PERMIT TO EXIST ANY DEBT, EXCEPT (I) DEBT OF THE BORROWER TO ANY AFFECTED PARTY,
INDEMNIFIED PERSON, THE SERVICER OR ANY OTHER PERSON EXPRESSLY PERMITTED BY THIS
AGREEMENT OR ANY OTHER RELATED DOCUMENT, (II) SUBORDINATED LOANS PURSUANT TO THE
SUBORDINATED NOTES, (III) DEFERRED TAXES, AND (IV) ENDORSER LIABILITY IN
CONNECTION WITH THE ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS.
(J)
PROHIBITED TRANSACTIONS.
THE BORROWER SHALL NOT ENTER INTO, OR
BE A PARTY TO, ANY TRANSACTION WITH ANY PERSON EXCEPT AS EXPRESSLY PERMITTED
HEREUNDER OR UNDER ANY OTHER RELATED DOCUMENT EXCEPT AS REASONABLY NECESSARY OR
ADVISABLE TO ITS PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND UNDER THE OTHER
RELATED DOCUMENTS.
(K)
INVESTMENTS.
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREUNDER OR
UNDER THE OTHER RELATED DOCUMENTS, THE BORROWER SHALL NOT MAKE ANY INVESTMENT
IN, OR MAKE OR ACCRUE LOANS OR ADVANCES OF MONEY TO, ANY PERSON, INCLUDING THE
MEMBER, ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE BORROWER, HOLDINGS OR ANY OF
HOLDINGS' OTHER SUBSIDIARIES, THROUGH THE DIRECT OR INDIRECT LENDING OF MONEY,
HOLDING OF SECURITIES OR OTHERWISE, EXCEPT WITH RESPECT TO TRANSFERRED
RECEIVABLES AND PERMITTED INVESTMENTS.
(L)
COMMINGLING.
THE BORROWER SHALL NOT DEPOSIT OR PERMIT THE
DEPOSIT OF ANY FUNDS THAT DO NOT CONSTITUTE COLLECTIONS OF TRANSFERRED
RECEIVABLES INTO ANY COLLECTION ACCOUNT OR THE CONCENTRATION ACCOUNT, EXCEPT AS
OTHERWISE CONTEMPLATED UNDER SECTION 4.02(L) OF THE SALE AGREEMENT.
IF FUNDS
THAT ARE NOT COLLECTIONS ARE DEPOSITED INTO A COLLECTION ACCOUNT OR THE
CONCENTRATION ACCOUNT, THE BORROWER SHALL, OR SHALL CAUSE THE SERVICER TO NOTIFY
THE ADMINISTRATIVE AGENT IN WRITING PROMPTLY UPON DISCOVERY THEREOF, AND, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY REMIT (OR DIRECT THE APPLICABLE COLLECTION