AGENT, THE AGENT OR THE SURETY PROVIDER.
(O)
DUE DILIGENCE REVIEW.
PRIOR TO OCTOBER 15TH
OF EACH CALENDAR YEAR, THE BORROWER SHALL COMPLETE A DUE DILIGENCE REVIEW WITH
RESPECT TO ALL ACCOUNTS OWNED BY THE BORROWER AND SUCH OTHER MATTERS AS ANY
MANAGING AGENT OR THE AGENT REASONABLY REQUESTS; PROVIDED, HOWEVER, SO LONG AS
NO EVENT OF DEFAULT, POTENTIAL EVENT OF DEFAULT, FACILITY TERMINATION EVENT OR
POTENTIAL FACILITY TERMINATION EVENT HAS OCCURRED, THE BORROWER SHALL ONLY BE
REQUIRED TO COMPLETE ONE DUE DILIGENCE REVIEW AT ITS EXPENSE IN ANY CALENDAR
YEAR.
SECTION 5.2.
NEGATIVE COVENANTS OF BORROWER.
AT ALL TIMES FROM THE DATE HEREOF TO THE DATE ON WHICH ALL AMOUNTS DUE AND OWING
TO ANY OF THE SECURED PARTIES UNDER THE OPERATIVE DOCUMENTS HAVE BEEN PAID IN
FULL AND THIS LOAN AGREEMENT HAS TERMINATED, UNLESS THE CONTROLLING PARTY SHALL
OTHERWISE CONSENT IN WRITING:
(A)
NO EXTENSION OR AMENDMENT OF ACCOUNTS.
EXCEPT AS PERMITTED BY SECTION 2.1(J) OF THE MASTER SERVICING AGREEMENT OR
SECTION 3.4 OF THE CCA AGREEMENT, THE BORROWER WILL NOT EXTEND, AMEND, OR
OTHERWISE MODIFY THE TERMS OF ANY ACCOUNT, OR AMEND, MODIFY, OR WAIVE ANY TERM
OR CONDITION OF ANY ACCOUNT DOCUMENT RELATED THERETO.
(B)
NO SALE.
THE BORROWER SHALL NOT SELL,
TRANSFER, EXCHANGE OR OTHERWISE DISPOSE OF ANY PORTION OF THE COLLATERAL (OTHER
THAN ANY ACCOUNTS WHICH ARE NOT ELIGIBLE ACCOUNTS OR OTHERWISE EXCLUDED FROM THE
BORROWING BASE) EXCEPT AS EXPRESSLY PERMITTED BY THE OPERATIVE DOCUMENTS.
(C)
NO INSURANCE.
THE BORROWER SHALL NOT
OBTAIN OR CARRY INSURANCE RELATING TO THE ACCOUNTS SEPARATE FROM THAT REQUIRED
BY THE MASTER SERVICING AGREEMENT, UNLESS THE COLLATERAL AGENT SHALL HAVE THE
SAME RIGHTS WITH RESPECT THERETO AS IT HAS WITH RESPECT TO THE INSURANCE
REQUIRED BY THE MASTER SERVICING AGREEMENT.
(D)
OTHER BUSINESS.
THE BORROWER SHALL NOT
ENGAGE IN ANY BUSINESS OR ACTIVITY OTHER THAN IN CONNECTION WITH, OR RELATING
TO, THE ISSUANCE OF THE VFN OR THE PRESERVATION OF THE COLLATERAL AND THE
RELEASE OF ASSETS THEREFROM PURSUANT TO THIS LOAN AGREEMENT, AND THE OTHER
OPERATIVE DOCUMENTS TO WHICH THE BORROWER IS A PARTY.
26
(E)
DISSOLUTION.
THE BORROWER SHALL NOT
DISSOLVE OR LIQUIDATE IN WHOLE OR IN PART.
(F)
LIENS.
THE BORROWER SHALL NOT (I) PERMIT
THE VALIDITY OR EFFECTIVENESS OF THIS LOAN AGREEMENT OR THE CCA AGREEMENT TO BE
IMPAIRED, OR PERMIT THE LIEN OF THE CCA AGREEMENT TO BE AMENDED, HYPOTHECATED,
SUBORDINATED, TERMINATED OR DISCHARGED, OR PERMIT ANY PERSON TO BE RELEASED FROM
ANY COVENANTS OR OBLIGATIONS UNDER THIS LOAN AGREEMENT OR, (II) EXCEPT AS MAY BE
EXPRESSLY PERMITTED BY THE OPERATIVE DOCUMENTS, PERMIT ANY LIEN, CHARGE,
SECURITY INTEREST, MORTGAGE OR OTHER ENCUMBRANCE (OTHER THAN THE LIEN OF THE CCA
AGREEMENT) TO BE CREATED ON OR EXTEND TO OR OTHERWISE ARISE UPON OR BURDEN THE
COLLATERAL OR ANY PART THEREOF OR ANY INTEREST THEREIN OR THE PROCEEDS THEREOF,
OR (III) EXCEPT AS PERMITTED BY THE OPERATIVE DOCUMENTS, PERMIT THE LIEN OF THE
CCA AGREEMENT NOT TO CONSTITUTE A VALID AND PERFECTED FIRST PRIORITY SECURITY