AMOUNT EQUAL TO ALL INTEREST ACCRUED BUT UNPAID ON SUCH SERIES
UP TO (BUT EXCLUDING) THE DISTRIBUTION DATE ON WHICH THE DISTRIBUTION OF SUCH
DEPOSIT IS SCHEDULED TO BE MADE PURSUANT TO SECTION 9.02 PLUS (III) ANY OTHER
AMOUNT REQUIRED TO BE PAID IN CONNECTION THEREWITH PURSUANT TO ANY SUPPLEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE ENTIRE AMOUNT OF
THE PURCHASE PRICE DEPOSITED IN THE APPROPRIATE SERIES CONCENTRATION ACCOUNT
(TOGETHER WITH AMOUNTS ON DEPOSIT IN THE APPLICABLE SERIES PRINCIPAL
CONCENTRATION SUBACCOUNT) SHALL BE DISTRIBUTED TO THE RELATED INVESTOR
CERTIFICATEHOLDERS ON SUCH DISTRIBUTION DATE PURSUANT TO SECTION 9.02. IF THE
TRUSTEE GIVES NOTICE DIRECTING THE COMPANY TO MADE A PAYMENT AS PROVIDED ABOVE,
THE OBLIGATION OF THE COMPANY TO MAKE SUCH PAYMENT PURSUANT TO THIS SECTION 2.06
SHALL CONSTITUTE THE SOLE REMEDY RESPECTING AN EVENT OF THE TYPE SPECIFIED IN
THE FIRST SENTENCE OF THIS SECTION 2.06 AVAILABLE TO THE APPLICABLE INVESTOR
CERTIFICATEHOLDERS (OR THE TRUSTEE ON BEHALF OF SUCH INVESTOR
CERTIFICATEHOLDERS) UNLESS SUCH PAYMENT OBLIGATION IS NOT SATISFIED IN FULL IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
SECTION 2.07
AFFIRMATIVE COVENANTS OF THE COMPANY.
The Company hereby covenants that, until the Trust Termination Date occurs, it
shall (or with respect to clauses (a), (d)(ii), (l) and (n), shall direct the
Master Servicer on its behalf to):
16
(A)
ANNUAL OPINION. DELIVER (OR REQUEST THE MASTER SERVICER TO
DELIVER) TO THE TRUSTEE AND EACH FUNDING AGENT AN OPINION OF COUNSEL
SUBSTANTIALLY IN THE FORM OF EXHIBIT A (WITH SUCH MODIFICATIONS AS ARE
REASONABLY ACCEPTABLE TO THE TRUSTEE AND ANY FUNDING AGENT WITH RESPECT TO ANY
OUTSTANDING SERIES AND THE TRUSTEE), ON THE ANNIVERSARY OF THE DATE HEREOF.
(B)
PAYMENT OF OBLIGATIONS; COMPLIANCE WITH OBLIGATIONS. PAY,
DISCHARGE OR OTHERWISE SATISFY AT OR BEFORE MATURITY OR BEFORE THEY BECOME
DELINQUENT, AS THE CASE MAY BE, ALL ITS OBLIGATIONS OF WHATEVER NATURE
(INCLUDING ALL TAXES, ASSESSMENTS, LEVIES AND OTHER GOVERNMENTAL CHARGES IMPOSED
ON IT), EXCEPT WHERE THE AMOUNT OR VALIDITY THEREOF IS CURRENTLY BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND RESERVES IN CONFORMITY WITH GAAP
WITH RESPECT THERETO HAVE BEEN PROVIDED ON THE BOOKS OF THE COMPANY. THE COMPANY
SHALL DEFEND THE SECURITY INTEREST OF THE TRUSTEE AND THE HOLDERS IN, TO AND
UNDER THE RECEIVABLES AND THE OTHER PARTICIPATION ASSETS, WHETHER NOW EXISTING
OR HEREAFTER CREATED, AGAINST ALL CLAIMS OF THIRD PARTIES. THE COMPANY WILL DULY
FULFILL ALL OBLIGATIONS ON ITS PART TO BE FULFILLED UNDER OR IN CONNECTION WITH
THE PARTICIPATION AND WILL DO NOTHING TO IMPAIR THE RIGHTS OF THE HOLDERS IN THE
PARTICIPATION.
(C)
BOOKS AND RECORDS. KEEP PROPER BOOKS OF RECORDS AND ACCOUNT IN
WHICH ENTRIES IN CONFORMITY IN ALL MATERIAL RESPECTS WITH GAAP SHALL BE MADE OF
ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
(D)
COMPLIANCE WITH LAW AND POLICIES.
(I)
COMPLY WITH ALL REQUIREMENTS OF LAW, THE PROVISIONS OF THE
TRANSACTION DOCUMENTS AND ALL OTHER MATERIAL CONTRACTUAL OBLIGATIONS APPLICABLE
TO THE COMPANY EXCEPT WHERE THE FAILURE