PURCHASE PRICE FOR SUCH RECEIVABLE.
(M)
CHANGE IN SERVICING OPERATIONS.
THE DEFINITION HEREIN OF
"RECEIVABLE" MAKES SPECIFIC REFERENCE TO CERTAIN SERVICING OPERATIONS AND
SYSTEMS (EACH, A "SERVICING SYSTEM").
IN THE EVENT THE ORIGINATOR ELECTS TO
UTILIZE A SERVICING OPERATION OR SYSTEM DIFFERENT FROM ANY OF THE SERVICING
SYSTEMS OR TO COMBINE, RELOCATE, RECHARACTERIZE OR OTHERWISE MODIFY ANY OF THE
SERVICING SYSTEMS NOW IN EFFECT, SELLER SHALL PROVIDE THE AGENT NOT LESS THAN 45
DAYS WRITTEN NOTICE PRIOR TO THE DATE OF IMPLEMENTATION OF SUCH NEW SERVICING
OPERATION OR SYSTEM.
SELLER SHALL (I) PROVIDE SUCH INFORMATION TO THE AGENT
RELATING TO SUCH NEW SERVICING OPERATION OR SYSTEM AS THE AGENT MAY REASONABLY
REQUEST TO ACCOMMODATE ANY CHANGE IN THE REPORTING HEREUNDER NECESSITATED BY
SUCH CHANGE AND (II) EXECUTE AND DELIVER TO THE AGENT SUCH AMENDMENTS TO THIS
AGREEMENT, AND TO CAUSE THE ORIGINATOR TO EXECUTE AND DELIVER SUCH AMENDMENTS TO
THE RECEIVABLES SALE AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS AS THE AGENT
MAY REASONABLY REQUEST TO MAINTAIN PERFECTED THE INTERESTS OF THE AGENT AND
PURCHASER IN ALL RECEIVABLES INTENDED TO BE CONVEYED HEREUNDER, IN EACH CASE
PRIOR TO THE CHARACTERIZATION OF ANY RECEIVABLE SERVICED BY THE AFFECTED
OPERATIONS AS BEING AN ELIGIBLE RECEIVABLE HEREUNDER.
SECTION 7.2
NEGATIVE COVENANTS OF THE SELLER PARTIES.
UNTIL THE
DATE ON WHICH THE AGGREGATE UNPAIDS HAVE BEEN PAID IN FULL AND THIS AGREEMENT
TERMINATES IN ACCORDANCE WITH ITS TERMS, EACH SELLER PARTY HEREBY COVENANTS, AS
TO ITSELF, THAT:
(A)
NAME CHANGE, OFFICES AND RECORDS.
SUCH SELLER PARTY WILL NOT
CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE OR RELOCATE (EXCEPT AS
INDICATED ON THE SIGNATURE PAGES HERETO) ITS CHIEF EXECUTIVE OFFICE OR ANY
OFFICE WHERE RECORDS ARE KEPT UNLESS IT SHALL HAVE:
(I) GIVEN THE AGENT AT
LEAST FORTY-FIVE (45) DAYS' PRIOR WRITTEN NOTICE THEREOF AND (II) DELIVERED TO
THE AGENT ALL FINANCING STATEMENTS, INSTRUMENTS AND OTHER DOCUMENTS REQUESTED BY
THE AGENT IN CONNECTION WITH SUCH CHANGE OR RELOCATION.
(B)
CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS.
EXCEPT AS MAY BE
REQUIRED BY THE AGENT PURSUANT TO SECTION 8.2(B), SUCH SELLER PARTY WILL NOT ADD
OR TERMINATE ANY BANK AS A COLLECTION BANK, A SECURITIZATION BANK OR MAKE ANY
CHANGE IN THE INSTRUCTIONS TO OBLIGORS REGARDING PAYMENTS TO BE MADE TO ANY
LOCK-BOX, COLLECTION ACCOUNT OR SECURITIZATION ACCOUNT, UNLESS (I)
THE AGENT
SHALL HAVE RECEIVED, AT LEAST TEN (10) DAYS BEFORE THE PROPOSED EFFECTIVE DATE
THEREFOR, (A) WRITTEN NOTICE OF SUCH ADDITION, TERMINATION OR CHANGE AND (B) (1)
WITH RESPECT TO THE ADDITION OF A LOCK-BOX, AN EXECUTED LOCK-BOX AGREEMENT WITH
RESPECT TO THE NEW LOCK-BOX OR (2) WITH RESPECT TO THE ADDITION OF A
SECURITIZATION ACCOUNT, AN EXECUTED SECURITIZATION ACCOUNT AGREEMENT WITH
RESPECT TO THE NEW SECURITIZATION ACCOUNT; PROVIDED, HOWEVER, THAT THE
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Servicer may make changes in instructions to Obligors regarding payments if such
new instructions require such Obligor to make payments to another existing
Collection Account, and (ii) in the case of any Shared Collection Account, the
Agent shall have received assurances satisfactory to