TAXES AS DESCRIBED IN CLAUSE (III) OF SECTION
5.01(L); AND
(III)
TO THE EXTENT NOT OTHERWISE PROHIBITED UNDER
THIS RECEIVABLES PURCHASE AGREEMENT, OTHER TRANSACTIONS IN THE NATURE OF
EMPLOYMENT CONTRACTS AND DIRECTORS' FEES, UPON FAIR AND REASONABLE TERMS
MATERIALLY NO LESS FAVORABLE TO THE SELLER THAN WOULD BE OBTAINED IN A
COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON NOT AN AFFILIATE.
(L)
FACILITY DOCUMENTS.
EXCEPT AS OTHERWISE
PERMITTED UNDER SECTION 11.01, (A) TERMINATE, AMEND OR OTHERWISE MODIFY ANY
FACILITY DOCUMENT TO WHICH IT IS A PARTY, OR GRANT ANY WAIVER OR CONSENT
THEREUNDER, (B) WITHOUT THE PRIOR CONSENT OF EACH MANAGING AGENT, EXERCISE ANY
DISCRETIONARY RIGHTS GRANTED TO THE SELLER UNDER THE SALE AGREEMENT PURSUANT TO
PROVISIONS THEREOF PROVIDING FOR CERTAIN ACTIONS TO BE TAKEN "WITH THE CONSENT
OF THE BUYER", "ACCEPTABLE TO THE BUYER" AS "SPECIFIED BY THE BUYER", "IN THE
REASONABLE JUDGMENT OF THE BUYER" OR SIMILAR PROVISIONS (IT BEING UNDERSTOOD
THAT INACTION BY THE SELLER SHALL NOT BE CONSIDERED TO BE AN EXERCISE OF SUCH
DISCRETIONARY RIGHTS) OR (C) WITHOUT THE PRIOR WRITTEN CONSENT OF EACH MANAGING
AGENT, CONSENT TO ANY AMENDMENT OR MODIFICATION OF THE CREDIT AND COLLECTION
POLICY.
(M)
LIMITED LIABILITY COMPANY AGREEMENT.
AMEND OR
OTHERWISE MODIFY ITS CERTIFICATE OF FORMATION OR LIMITED LIABILITY COMPANY
AGREEMENT IN ANY MANNER WHICH REQUIRES THE CONSENT OF THE "INDEPENDENT MANAGER"
(AS DEFINED IN THE SELLER'S LIMITED LIABILITY COMPANY AGREEMENT) WITHOUT THE
PRIOR WRITTEN CONSENT OF EACH MANAGING AGENT AND DELIVERY OF AN OPINION OF
COUNSEL THAT SUCH AMENDMENT SHALL NOT ALTER THE CONCLUSIONS SET FORTH IN THE
LEGAL OPINIONS DELIVERED PURSUANT TO SECTION 3.01(IX).
27
(N)
LINES OF BUSINESS.
CONDUCT ANY BUSINESS
OTHER THAN THAT DESCRIBED IN SECTION 4.01(Q), OR ENTER INTO ANY TRANSACTION WITH
ANY PERSON WHICH IS NOT CONTEMPLATED BY OR INCIDENTAL TO THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THE FACILITY DOCUMENTS.
(O)
ACCOUNTING TREATMENT.
PREPARE ANY FINANCIAL
STATEMENTS OR OTHER STATEMENTS (INCLUDING ANY TAX FILINGS WHICH ARE NOT
CONSOLIDATED WITH THOSE OF THE ORIGINATOR) WHICH SHALL ACCOUNT FOR THE
TRANSACTIONS CONTEMPLATED BY THE SALE AGREEMENT IN ANY MANNER OTHER THAN AS THE
SALE OF, OR A CAPITAL CONTRIBUTION OF, THE TRANSFERRED ASSETS BY THE ORIGINATOR
TO THE SELLER (IT BEING UNDERSTOOD THAT NON-RECOGNITION OF SUCH TRANSACTION DUE
TO THE APPLICATION OF CONSOLIDATED FINANCIAL REPORTING PRINCIPLES UNDER GAAP OR
THE FILING OF TAX RETURNS ON A CONSOLIDATED BASIS SHALL NOT CONSTITUTE A
VIOLATION OF THIS COVENANT).
(P)
LIMITATION ON INVESTMENTS.
MAKE OR SUFFER
TO EXIST ANY LOANS OR ADVANCES TO, OR EXTEND ANY CREDIT TO, OR MAKE ANY
INVESTMENTS (BY WAY OF TRANSFER OF PROPERTY, CONTRIBUTIONS TO CAPITAL, PURCHASE
OF STOCK OR SECURITIES OR EVIDENCES OF INDEBTEDNESS, ACQUISITION OF THE BUSINESS
OR ASSETS, OR OTHERWISE) IN, ANY AFFILIATE OR ANY OTHER PERSON EXCEPT FOR (I)
PERMITTED INVESTMENTS, (II) THE PURCHASE OF RECEIVABLES AND OTHER TRANSFERRED
ASSETS PURSUANT TO THE TERMS OF THE SALE AGREEMENT AND (III) SO LONG AS THE
AGGREGATE OUTSTANDING CAPITAL HEREUNDER IS LESS THAN THE CAPITAL LIMIT THEN IN
EFFECT, THE ACCEPTANCE OF