ANY COVENANTS OR OBLIGATIONS WITH RESPECT TO THE NOTES UNDER THIS INDENTURE
EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREBY, (II) PERMIT ANY LIEN, CHARGE,
EXCISE, CLAIM, SECURITY INTEREST, MORTGAGE OR OTHER ENCUMBRANCE (OTHER THAN THE
LIEN OF THIS
25
INDENTURE) TO BE CREATED ON OR EXTEND TO OR OTHERWISE ARISE UPON OR BURDEN THE
TRUST ESTATE OR ANY PART THEREOF OR ANY INTEREST THEREIN OR THE PROCEEDS THEREOF
(OTHER THAN TAX LIENS, MECHANICS' LIENS AND OTHER LIENS THAT ARISE BY OPERATION
OF LAW, IN EACH CASE ON ANY OF THE FINANCED VEHICLES AND ARISING SOLELY AS A
RESULT OF AN ACTION OR OMISSION OF THE RELATED OBLIGOR), (III) PERMIT THE LIEN
OF THIS INDENTURE NOT TO CONSTITUTE A VALID FIRST PRIORITY (OTHER THAN AS SET
FORTH IN CLAUSE (II)) SECURITY INTEREST IN THE TRUST ESTATE, OR (IV) CHANGE ITS
NAME, IDENTITY OR STATE OF ORGANIZATION IN ANY MANNER THAT WOULD MAKE ANY
FINANCING STATEMENT OR CONTINUATION STATEMENT FILED WITH RESPECT TO IT SERIOUSLY
MISLEADING WITHIN THE MEANING OF SECTION 9-507 OF THE UCC, OR CAUSE ANY
FINANCING STATEMENT OR CONTINUATION STATEMENT FILED WITH RESPECT TO IT TO BE
AMENDED, WITHOUT PRIOR WRITTEN NOTICE TO THE INSURER AND THE INDENTURE TRUSTEE;
(E)
ENGAGE IN ANY ACTIVITIES OTHER THAN ISSUING THE NOTES, FINANCING,
ACQUIRING, OWNING, PLEDGING AND MANAGING THE CONTRACTS AS CONTEMPLATED BY THE
SERVICING AGREEMENT, THE TRUST AGREEMENT, THE SALE AND ALLOCATION AGREEMENT, THE
INSURANCE AGREEMENT AND THIS INDENTURE AND ACTIVITIES INCIDENTAL TO SUCH
ACTIVITIES; OR
(F)
INCUR, ASSUME OR GUARANTEE ANY INDEBTEDNESS OTHER THAN THE
INDEBTEDNESS EVIDENCED BY THE NOTES OR INDEBTEDNESS OTHERWISE PERMITTED BY THE
TRANSACTION DOCUMENTS.
SECTION 3.9.
ANNUAL STATEMENT AS TO COMPLIANCE.
On or before July 31 of each year (commencing with the year 2004), the Issuer
shall deliver to the Indenture Trustee and the Insurer an Issuer's Certificate
stating, as to the Authorized Officer signing such Issuer's Certificate, that:
(A)
A REVIEW OF THE ACTIVITIES OF THE ISSUER DURING THE PRECEDING
FISCAL YEAR (OR, IN THE CASE OF THE ISSUER'S CERTIFICATE TO BE DELIVERED IN THE
YEAR 2004, DURING THE PERIOD BEGINNING ON THE CLOSING DATE AND ENDING ON APRIL
30, 2004) AND OF ITS PERFORMANCE UNDER THIS INDENTURE HAS BEEN MADE UNDER SUCH
AUTHORIZED OFFICER'S SUPERVISION; AND
(B)
TO THE BEST OF SUCH AUTHORIZED OFFICER'S KNOWLEDGE, BASED ON SUCH
REVIEW, THE ISSUER HAS COMPLIED WITH ALL CONDITIONS AND COVENANTS UNDER THIS
INDENTURE THROUGHOUT SUCH PRECEDING FISCAL YEAR (OR, IN THE CASE OF THE ISSUER'S
CERTIFICATE TO BE DELIVERED IN THE YEAR 2004, DURING THE PERIOD BEGINNING ON THE
CLOSING DATE AND ENDING ON APRIL 30, 2004) OR, IF THERE HAS BEEN A DEFAULT IN
ITS COMPLIANCE WITH ANY SUCH CONDITION OR COVENANT, SPECIFYING EACH SUCH DEFAULT
KNOWN TO SUCH AUTHORIZED OFFICER AND THE NATURE AND STATUS THEREOF.
SECTION 3.10.
ISSUER MAY NOT MERGE.
(A)
THE ISSUER SHALL NOT CONSOLIDATE OR MERGE WITH OR INTO ANY OTHER
PERSON UNLESS:
(I)
THE PERSON (IF OTHER THAN THE ISSUER) FORMED BY OR SURVIVING SUCH
CONSOLIDATION OR MERGER