Common use of Additional Covenants of the Seller Clause in Contracts

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes Notes, unless it the Rating Agency Condition with respect to such issuance shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such ratingbeen satisfied; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without actions unless the prior written consent of each Rating Agency (other than Moody’s) (which consent Condition with respect to such action shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)):have been satisfied: (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by Rating Agency Condition with respect to the issuance of such future indebtednessindebtedness shall have been satisfied; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated the Rating Agency Condition with respect to any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC such transaction shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or mergerhave been satisfied; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: (a) The Seller agrees It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected failure to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance comply will not materially adversely affect such rating; provided that, have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the issuance of another series of certificates transactions contemplated hereunder or notes pursuant to agreements with terms substantially similar to thereunder or the terms validity or enforceability of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture TrusteeTimeshare Loans. (b) The Seller It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not do have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the following Timeshare Loans. (without c) On the prior written consent of Closing Date and each Rating Agency (Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other than Moody’s) (which consent shall be records that each Timeshare Loan has been sold to the effect Depositor. (d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the acts set forth below Depositor is the owner of such Timeshare Loan. (e) On or prior to the Closing Date, it shall not affect materially adversely file or cause to be filed, at its own expense, financing statements in favor of the rating on any Class of Notes) Depositor, and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s)if applicable, the Owner Trustee Issuer and the Indenture Trustee shallon behalf of the Noteholders, without any exercise of its own discretion, also provide its written consent with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller (promptly after shall deliver file-stamped copies of such financing statements to the occurrence of any Depositor, the Issuer and the Indenture Trustee on behalf of the followingNoteholders. (f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Seller shall provide notice of such occurrence Issuer or the Indenture Trustee may reasonably request, to Moody’sperfect, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage in any business protect or activity other than those set forth in Article Three more fully evidence the sale and contribution of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtednessTimeshare Loans to the Depositor, or assume to enable the Depositor to exercise and enforce its rights and remedies hereunder or guaranty under any indebtedness Timeshare Loan including, but not limited to, powers of any other entityattorney, other than (A) any indebtedness incurred in connection UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with the issuance of any certificates or notes (as defined an interest and is therefore irrevocable, to act on behalf and in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations name of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended;Section 7(f). (iig) immediately after giving effect to On the transactionClosing Date, no default the Seller does not have any tradenames, fictitious names, assumed names or event “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina, “Bluegreen Corporation of default has occurred Massachusetts” in Louisiana and is continuing under “BXG California, Inc.” in California. After the Closing Date, any indebtedness change in the legal name of the Seller or the use by it of any agreements relating to such indebtedness; (iii) the entity (if tradename, fictitious name, assumed name or “doing business as” name other than the Sellerforegoing shall be promptly (but no later than ten Business Days) formed disclosed to the Depositor and the Indenture Trustee in writing. (h) Upon the discovery or surviving the consolidation or merger or which acquires the properties and assets receipt of notice by a Responsible Officer of the Seller agrees that of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those Except to the extent of any direct payments received with respect to a Credit Card Timeshare Loan, in the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or ultimate parent a Transfer Date, as applicable, the Seller shall, within two Business Days of receipt, transfer or cause to be transferred, such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) payments to the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired Lockbox Account. Payments received by the Seller from NMAC with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall confirm in writing be transferred to the Lockbox Account within five Business Days. (j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto. (k) In the event that the rating Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such certificates or notes shall not be adversely affected by such consolidation or merger;transfer taxes. (4l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the affirmative vote of 100% signature of the members Seller where permitted by law. A photocopy or other reproduction of the board of directors of the Seller, institute proceedings this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (photocopy or other similar official) reproduction of this Agreement as a financing statement, but reserves the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease right to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amendeddo so if, in any material respectits good faith determination, there is at such time no reasonable alternative remaining to it.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Issuer as follows: (a) The Seller agrees will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the Certificateholders, the Note Owners and each Rating Agency extent that the Seller shall failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating collectibility of the Timeshare Loans or the ability of the Seller to perform its obligations under this Agreement and any Class of Notes unless the Facility Documents to which it is a party. (b) On or prior to each Funding Date or a Transfer Date, as applicable, the Seller shall have first obtained the written consent of indicate in its computer files and other records that each Rating Agency Timeshare Loan has been sold to the effect Issuer and subsequently pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders. (c) The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such issuance will not materially adversely affect Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such rating; provided thatTimeshare Loan and that such Timeshare Loan has been pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders. (d) On or prior to a Funding Date or a Transfer Date, as applicable, the issuance Seller shall file, at its own expense, financing statements in favor of another series the Issuer, and, if applicable, the Indenture Trustee for the benefit of certificates or notes pursuant to agreements the Noteholders with terms substantially similar respect to the terms Timeshare Loans meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the acquisition of the Basic Documents Timeshare Loans by the Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Issuer and the Indenture Trustee for the benefit of the Noteholders. (e) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale of the Timeshare Loans, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including but not be deemed limited to materially powers of attorney, UCC financing statements and adversely affect the ratings on the Notesassignments of Mortgage and Right-to-Use Agreement. The Seller shall provide a copy hereby appoints the Issuer and the Indenture Trustee as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce obligations of the Seller hereunder. (f) Any change in the legal name of the Seller and any use by it of any such consent tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly disclosed in writing to the Owner Trustee Issuer and the Indenture Trustee. (bg) Upon the discovery or receipt of notice of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. (h) The Seller shall not do promptly, but in no event later than two Business Days (or, if initially there is insufficient information to determine to which Timeshare Loan any funds relate, within two Business Days of obtaining sufficient information) transfer to the Collection Account, any payment it receives in respect of a Timeshare Loan. (i) In the event that the Seller or the Issuer or any assignee of the Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan, on written demand by the Issuer, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Issuer and any of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes. (j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Timeshare Loans, Obligor Notes and Right-to-Use Agreements under the applicable UCC have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Timeshare Loans (including, without limitation, records adequate to permit the daily identification of each Obligor Note and all payments made with regard to the related Timeshare Loans). (k) The Seller shall authorize and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Timeshare Loans. (l) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Timeshare Loans, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the following other Facility Documents to which it is a party. (without m) The Seller authorizes the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee Issuer and the Indenture Trustee shallto file continuation statements, without any exercise of its own discretionand amendments thereto, also provide its written consent relating to the Seller (promptly after Timeshare Loans, the occurrence of any underlying Obligor Notes and all payments made with regard to the Timeshare Loans without the signature of the followingSeller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the Seller shall provide notice of right to do so if, in its good faith determination, there is at such occurrence time no reasonable alternative remaining to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)):it. (1n) engage in any business or activity other than those set forth in Article Three of In the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided event that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated any insurance proceeds relating to a Timeshare Property and such outstanding certificates or notes that the ratings of such outstanding certificates or notes will proceeds are not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness payable to NMAC or any of its Affiliates incurred in connection with the acquisition of receivablesan Obligor, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure shall promptly remit such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) insurance proceeds to the extent that any holder of such indebtedness is deemed to have any interest in any assets of Indenture Trustee for deposit into the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respectCollection Account.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: (a) The Seller agrees It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected failure to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance comply will not materially adversely affect such rating; provided that, have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the issuance of another series of certificates transactions contemplated hereunder or notes pursuant to agreements with terms substantially similar to thereunder or the terms validity or enforceability of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture TrusteeTimeshare Loans. (b) The Seller It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not do have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the following Timeshare Loans. (without c) On the prior written consent of Closing Date and each Rating Agency (Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other than Moody’s) (which consent shall be records that each Timeshare Loan has been sold to the effect Depositor. (d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the acts set forth below Depositor is the owner of such Timeshare Loan. (e) On or prior to the Closing Date, it shall not affect materially adversely file or cause to be filed, at its own expense, financing statements in favor of the rating on any Class of Notes) Depositor, and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s)if applicable, the Owner Trustee Issuer and the Indenture Trustee shallon behalf of the Noteholders, without any exercise of its own discretion, also provide its written consent with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller (promptly after shall deliver file-stamped copies of such financing statements to the occurrence of any Depositor, the Issuer and the Indenture Trustee on behalf of the followingNoteholders. (f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Seller shall provide notice of such occurrence Issuer or the Indenture Trustee may reasonably request, to Moody’sperfect, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage in any business protect or activity other than those set forth in Article Three more fully evidence the sale and contribution of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtednessTimeshare Loans to the Depositor, or assume to enable the Depositor to exercise and enforce its rights and remedies hereunder or guaranty under any indebtedness Timeshare Loan including, but not limited to, powers of any other entityattorney, other than (A) any indebtedness incurred in connection UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with the issuance of any certificates or notes (as defined an interest and is therefore irrevocable, to act on behalf and in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations name of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended;Section 7(f). (iig) immediately after giving effect to On the transactionClosing Date, no default the Seller does not have any tradenames, fictitious names, assumed names or event “doing business as” names other than “Bluegreen Corporation of default has occurred and is continuing under Massachusetts” in Louisiana. After the Closing Date, any indebtedness change in the legal name of the Seller or the use by it of any agreements relating to such indebtedness; (iii) the entity (if tradename, fictitious name, assumed name or “doing business as” name other than the Sellerforegoing shall be promptly (but no later than ten Business Days) formed disclosed to the Depositor and the Indenture Trustee in writing. (h) Upon the discovery or surviving the consolidation or merger or which acquires the properties and assets receipt of notice by a Responsible Officer of the Seller agrees that of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. (i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or a Transfer Date, as applicable, the Seller shall, within two Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (j) The Seller will keep its principal place of business and chief executive office and the office where it keeps access to its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall maintain its funds or assets as identifiable and not commingle its funds or assets with those notify the parties hereto of any direct change to the same at least 30 days prior thereto. (k) In the event that the Seller or ultimate parent the Depositor or any assignee of such entity and pay from its assets all obligations and indebtedness the Depositor receives actual notice of any kind incurred transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by itthe Depositor, (ii) it or upon the Seller otherwise being given notice thereof, the Seller shall maintain bank accountspay, corporate records and books of account separate from those of any direct or ultimate parent of such entity otherwise indemnify and (iii) hold the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and15 (ivl) each nationally recognized statistical rating organization that has rated any issue The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of certificates or notes secured or supported by assets acquired by the Seller from NMAC where permitted by law. A photocopy or other reproduction of this Agreement shall confirm in writing be sufficient as a financing statement where permitted by law. The Depositor confirms that the rating of such certificates or notes shall it is not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings its present intention to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (photocopy or other similar official) reproduction of this Agreement as a financing statement, but reserves the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease right to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amendeddo so if, in any material respectits good faith determination, there is at such time no reasonable alternative remaining to it.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’sXxxxx’x and Fitch) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’sXxxxx’x and Fitch), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’sXxxxx’x and Fitch, so long as Mxxxx’x Xxxxx’x or Fitch, respectively, is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Xxxxx'x is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: (a) The Seller agrees It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected failure to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance comply will not materially adversely affect such rating; provided that, have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the issuance of another series of certificates transactions contemplated hereunder or notes pursuant to agreements with terms substantially similar to thereunder or the terms validity or enforceability of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture TrusteeTimeshare Loans. (b) The Seller It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not do have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the following Timeshare Loans. (without c) On the prior written consent of Closing Date and each Rating Agency (Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other than Moody’s) (which consent shall be records that each Timeshare Loan has been sold to the effect Depositor. (d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the acts set forth below Depositor is the owner of such Timeshare Loan. (e) On or prior to the Closing Date, it shall not affect materially adversely file or cause to be filed, at its own expense, financing statements in favor of the rating on any Class of Notes) Depositor, and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s)if applicable, the Owner Trustee Issuer and the Indenture Trustee shallon behalf of the Noteholders, without any exercise of its own discretion, also provide its written consent with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller (promptly after shall deliver file-stamped copies of such financing statements to the occurrence of any Depositor, the Issuer and the Indenture Trustee on behalf of the followingNoteholders. (f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Seller shall provide notice of such occurrence Issuer or the Indenture Trustee may reasonably request, to Moody’sperfect, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage in any business protect or activity other than those set forth in Article Three more fully evidence the sale and contribution of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtednessTimeshare Loans to the Depositor, or assume to enable the Depositor to exercise and enforce its rights and remedies hereunder or guaranty under any indebtedness Timeshare Loan including, but not limited to, powers of any other entityattorney, other than (A) any indebtedness incurred in connection UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with the issuance of any certificates or notes (as defined an interest and is therefore irrevocable, to act on behalf and in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations name of the Seller under this Agreement and Section 7(f). (g) On the Basic DocumentsClosing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina, and has a Certificate “Bluegreen Corporation of Incorporation containing provisions identical to Massachusetts” in Louisiana. After the provisions of Article ThreeClosing Date, Article Four and Article Fifteen of any change in the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness legal name of the Seller or the use by it of any agreements relating to such indebtedness; (iii) the entity (if tradename, fictitious name, assumed name or “doing business as” name other than the Sellerforegoing shall be promptly (but no later than ten Business Days) formed disclosed to the Depositor and the Indenture Trustee in writing. (h) Upon the discovery or surviving the consolidation or merger or which acquires the properties and assets receipt of notice by a Responsible Officer of the Seller agrees that of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. (i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or a Transfer Date, as applicable, the Seller shall, within 15 (j) The Seller will keep its principal place of business and chief executive office and the office where it keeps access to its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall maintain its funds or assets as identifiable and not commingle its funds or assets with those notify the parties hereto of any direct change to the same at least 30 days prior thereto. (k) In the event that the Seller or ultimate parent the Depositor or any assignee of such entity and pay from its assets all obligations and indebtedness the Depositor receives actual notice of any kind incurred transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by itthe Depositor, (ii) it or upon the Seller otherwise being given notice thereof, the Seller shall maintain bank accountspay, corporate records and books of account separate otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from those of and against any direct or ultimate parent of and all such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; andtransfer taxes. (ivl) each nationally recognized statistical rating organization that has rated any issue The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of certificates or notes secured or supported by assets acquired by the Seller from NMAC where permitted by law. A photocopy or other reproduction of this Agreement shall confirm in writing be sufficient as a financing statement where permitted by law. The Depositor confirms that the rating of such certificates or notes shall it is not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings its present intention to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (photocopy or other similar official) reproduction of this Agreement as a financing statement, but reserves the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease right to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amendeddo so if, in any material respectits good faith determination, there is at such time no reasonable alternative remaining to it.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: (a) The Seller agrees It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected failure to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance comply will not materially adversely affect such rating; provided that, have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the issuance of another series of certificates transactions contemplated hereunder or notes pursuant to agreements with terms substantially similar to thereunder or the terms validity or enforceability of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture TrusteeTimeshare Loans. (b) The Seller It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not do have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the following Timeshare Loans. (without c) On the prior written consent of Closing Date and each Rating Agency (Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other than Moody’s) (which consent shall be records that each Timeshare Loan has been sold to the effect Depositor. (d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the acts set forth below Depositor is the owner of such Timeshare Loan. (e) On or prior to the Closing Date, it shall not affect materially adversely file or cause to be filed, at its own expense, financing statements in favor of the rating on any Class of Notes) Depositor, and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s)if applicable, the Owner Trustee Issuer and the Indenture Trustee shallon behalf of the Noteholders, without any exercise of its own discretion, also provide its written consent with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller (promptly after shall deliver file-stamped copies of such financing statements to the occurrence of any Depositor, the Issuer and the Indenture Trustee on behalf of the followingNoteholders. (f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Seller shall provide notice of such occurrence Issuer or the Indenture Trustee may reasonably request, to Moody’sperfect, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage in any business protect or activity other than those set forth in Article Three more fully evidence the sale and contribution of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtednessTimeshare Loans to the Depositor, or assume to enable the Depositor to exercise and enforce its rights and remedies hereunder or guaranty under any indebtedness Timeshare Loan including, but not limited to, powers of any other entityattorney, other than (A) any indebtedness incurred in connection UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with the issuance of any certificates or notes (as defined an interest and is therefore irrevocable, to act on behalf and in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations name of the Seller under this Agreement and Section 7(f). (g) On the Basic DocumentsClosing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina, and has a Certificate “Bluegreen Corporation of Incorporation containing provisions identical to Massachusetts” in Louisiana. After the provisions of Article ThreeClosing Date, Article Four and Article Fifteen of any change in the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness legal name of the Seller or the use by it of any agreements relating to such indebtedness; (iii) the entity (if tradename, fictitious name, assumed name or “doing business as” name other than the Sellerforegoing shall be promptly (but no later than ten Business Days) formed disclosed to the Depositor and the Indenture Trustee in writing. (h) Upon the discovery or surviving the consolidation or merger or which acquires the properties and assets receipt of notice by a Responsible Officer of the Seller agrees that of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. (i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or a Transfer Date, as applicable, the Seller shall, within 15 (j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall maintain its funds or assets as identifiable and not commingle its funds or assets with those notify the parties hereto of any direct change to the same at least 30 days prior thereto. (k) In the event that the Seller or ultimate parent the Depositor or any assignee of such entity and pay from its assets all obligations and indebtedness the Depositor receives actual notice of any kind incurred transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by itthe Depositor, (ii) it or upon the Seller otherwise being given notice thereof, the Seller shall maintain bank accountspay, corporate records and books of account separate otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from those of and against any direct or ultimate parent of and all such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; andtransfer taxes. (ivl) each nationally recognized statistical rating organization that has rated any issue The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of certificates or notes secured or supported by assets acquired by the Seller from NMAC where permitted by law. A photocopy or other reproduction of this Agreement shall confirm in writing be sufficient as a financing statement where permitted by law. The Depositor confirms that the rating of such certificates or notes shall it is not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings its present intention to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (photocopy or other similar official) reproduction of this Agreement as a financing statement, but reserves the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease right to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amendeddo so if, in any material respectits good faith determination, there is at such time no reasonable alternative remaining to it.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x Xxxxx’x is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes Notes, unless it the Rating Agency Condition with respect to such issuance shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such ratingbeen satisfied; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without actions unless the prior written consent of each Rating Agency (other than Moody’s) (which consent Condition with respect to such action shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)):have been satisfied: (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by Rating Agency Condition with respect to the issuance of such future indebtednessindebtedness shall have been satisfied; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated the Rating Agency Condition with respect to any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC such transaction shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or mergerhave been satisfied; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; ; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Moody's is then rating any outstanding Notes)):): (Nissan 2003-A Sale and Servicing Agreement) (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; (Nissan 2003-A Sale and Servicing Agreement) (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes Notes, unless it shall have first obtained the written consent of each Rating Agency Condition with respect to the effect that such issuance will not materially adversely affect such ratinghas been satisfied; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following without (without i) the prior written consent of each Rating Agency (other than Moody’s[Xxxxx’x and Fitch]) (which consent shall be to the effect that the acts set forth below shall not materially and adversely affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from or (ii) each Rating Agency (other than Moody’s)[Xxxxx’x and Fitch]) being given notice of any of the following event or circumstance at least ten (10) days prior to the occurrence of such event or circumstance (or, if ten (10) days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency not having issued any written notice that the occurrence of such event or circumstance will cause it to downgrade, qualify or withdraw its rating assigned to any Class of Notes, and, upon the satisfaction of clause (i) or (ii) above, the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (and promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s[Xxxxx’x and Fitch], so long as Mxxxx’x [Xxxxx’x or Fitch, respectively,] is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by Rating Agency Condition with respect to the issuance of such future indebtednessindebtedness has been satisfied; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated the Rating Agency Condition with respect to any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC such transaction shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or mergersatisfied; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: (a) The Seller agrees It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected failure to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance comply will not materially adversely affect such rating; provided that, have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the issuance of another series of certificates transactions contemplated hereunder or notes pursuant to agreements with terms substantially similar to thereunder or the terms validity or enforceability of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture TrusteeTimeshare Loans. (b) The Seller It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not do have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the following Timeshare Loans. (without the prior written consent of c) On each Rating Agency (Funding Date, as applicable, it shall indicate in its and its Affiliates' computer files and other than Moody’s) (which consent shall be records that each Timeshare Loan has been sold to the effect Depositor. (d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the acts set forth below Depositor is the owner of such Timeshare Loan. (e) On or prior to the Closing Date, it shall not affect materially adversely file or cause to be filed, at its own expense, financing statements in favor of the rating on any Class of Notes) Depositor, and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s)if applicable, the Owner Trustee Issuer and the Indenture Trustee shallon behalf of the Noteholders, without any exercise of its own discretion, also provide its written consent with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller (promptly after shall deliver file-stamped copies of such financing statements to the occurrence of any Depositor, the Issuer and the Indenture Trustee on behalf of the followingNoteholders. (f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Seller shall provide notice of such occurrence Issuer or the Indenture Trustee may reasonably request, to Moody’sperfect, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage in any business protect or activity other than those set forth in Article Three more fully evidence the sale and contribution of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtednessTimeshare Loans to the Depositor, or assume to enable the Depositor to exercise and enforce its rights and remedies hereunder or guaranty under any indebtedness Timeshare Loan including, but not limited to, powers of any other entityattorney, other than (A) any indebtedness incurred in connection UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with the issuance of any certificates or notes (as defined an interest and is therefore irrevocable, to act on behalf and in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations name of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended;Section 7(f). (iig) immediately after giving effect to Any change in the transaction, no default or event of default has occurred and is continuing under any indebtedness legal name of the Seller and any use by it of any tradename, fictitious name, assumed name or any agreements relating "doing business as" name occurring after the Closing Date shall be promptly within 10 Business Days disclosed to such indebtedness;the Depositor and the Indenture Trustee in writing. (iiih) Upon the entity (if other than the Seller) formed discovery or surviving the consolidation or merger or which acquires the properties and assets receipt of notice by a Responsible Officer of the Seller agrees that of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. (i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Date, as applicable (including any insurance proceeds that are not payable to the related Obligor), the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (j) The Seller will keep its principal place of business and chief executive office and the office where it shall maintain keeps its funds records concerning the Timeshare Loans at the address of Bluegreen listed herein. (k) In the event that the Seller or assets as identifiable and not commingle its funds the Depositor or assets with those any assignee of the Depositor should receive actual notice of any direct transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or ultimate parent of upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; andtransfer taxes. (ivl) each nationally recognized statistical rating organization that has rated any issue The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of certificates or notes secured or supported by assets acquired by the Seller from NMAC where permitted by law. A photocopy or other reproduction of this Agreement shall confirm be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in writing that the rating of its good faith determination, there is at such certificates or notes shall not be adversely affected by such consolidation or merger;time no reasonable alternative remaining to it. (4m) without The Seller agrees to properly disclose and account for the affirmative vote transfer of 100% Timeshare Loans hereunder as a sale under and in accordance with GAAP and the Statement of Financial Accounting Standards No. 140 (or any successor statement of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respectFinancial Accounting Standards Board).

Additional Covenants of the Seller. (a) The Seller agrees with the CertificateholdersCertificate Owners, the Note Owners and each Rating Agency that the Seller shall not issue any additional securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes or the Class C Certificates issued pursuant to the Basic Documents unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements an agreement with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Certificates or the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of NotesNotes or the Class C Certificates) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s)Agency, the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)Seller): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such the outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such any certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such the outstanding certificates or notes that the ratings of such the outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; indebtedness and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of to all outstanding rated debt) and nonrecourse against any assets other obligations of the Seller other than and shall be nonrecourse debt of the assets pledged Seller, except with respect to secure proceeds of the receivables in excess of such indebtednessproceeds necessary to pay all obligations in relation to the certificates or the notes ("Excess Proceeds"), (ii) such indebtedness does and shall not constitute a claim against the Seller in to the event the assets pledged to secure such indebtedness extent that Excess Proceeds are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, ; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of of, and all obligations of the Seller, including those obligations of of, the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended;; and (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; and (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board Board of directors Directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured pursuant to any agreement or supported by assets acquired by the Seller from NMAC any series of class of certificates or notes shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger;; or (4) without the affirmative vote of 100% of the members of the board Board of directors Directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. The Seller covenants and agrees that it shall: (a) The keep proper books of record and account in accordance with its normal business practice in which full and appropriate entries shall be made of all dealings or transactions in relation to its business and activities and shall mxxx its data processing or other records, if any, so as to clearly indicate that the Purchased Receivables and the Ancillary Rights in respect thereto have been sold to the Purchaser; (b) furnish to the Program Agent and the Purchaser: (A) annually within 150 days after the end of each fiscal year: (i) unaudited consolidated financial statements of the Seller agrees and its respective subsidiaries prepared in accordance with GAAP for such fiscal year, (ii) audited consolidated financial statements of AMVESCAP plc and its respective subsidiaries (including the Seller, each Advisor and the Distributor) prepared in accordance with generally accepted accounting principles in the United Kingdom for such fiscal year, and (iii) unaudited balance sheets of each Advisor and the Distributor if not included in clause (i) above, prepared in accordance with GAAP for such fiscal year and, in any event, an unaudited income statement and balance sheet of each Advisor and the Distributor prepared in accordance with GAAP for such year; and (B) promptly upon preparation, copies of the semi-annual unaudited reports and annual audited reports of each Company; (c) use the Purchase Prices paid to it on each Purchase Date hereunder solely for the purpose of purchasing Receivables or for reimbursing itself for the purchase price of the Receivables purchased under the Transfer Agreement pursuant to and in accordance with the Certificateholdersterms of the Transfer Agreement; provided, the Note Owners and each Rating Agency that the Seller shall not issue be entitled to retain the profit resulting from any securities or deposit assets into a trust that issues any securities, difference between the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent purchase price paid to the Seller (promptly after for the occurrence of any of Receivables and the following, purchase price paid by the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)):for the Receivables; (1d) engage in any business or activity other than those set forth in Article Three on the second Business Day following remittance to the Collection Account of the Seller’s Certificate Class A and C CDSC Portion, notify the Collection Agent and the Program Agent in writing of Incorporation, as amendedthe amount thereof by telefax or electronic mail and instruct the Collection Agent to immediately remit such amount to the Seller’s Account; (2e) incur any indebtednesstreat each transfer of Receivables and the Ancillary Rights with respect thereto pursuant to this Agreement as a sale and not as a secured loan on its financial statements, or assume or guaranty any indebtedness of any other entitybooks and records and tax returns, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation)including without limitation its United States federal income tax returns, provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) except to the extent that any holder of such indebtedness treatment is deemed to have any interest prohibited by a change in any assets of Applicable Law after the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Codedate hereof; (3f) dissolve cause each other Person acting on its behalf or liquidateas its agent to keep such books, in whole or in partrecords, consolidate or merge accounts and other information, as Persons carrying out similar functions typically maintain, so as to verify and document its compliance with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing obligations under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Facility Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (ivg) each nationally recognized statistical rating organization that has rated not sell any issue Receivables to the Purchaser if, as of certificates or notes secured or supported by assets acquired by the Seller Calculation Date relating to the calendar month immediately preceding the Purchase Date upon which such Receivables are to be sold, the Weighted Average Percentage Decline in the Net Asset Value of Shares of all Funds (adjusted for stock splits and excluding declines in the Net Asset Value resulting from NMAC shall confirm in writing that the rating payment of such certificates or notes Normal Distributions) from the end of the immediately preceding calendar month shall not be adversely affected by such consolidation twenty-five percent (25%) or merger; (4) without more, unless the affirmative vote aggregate Net Asset Value of 100% Shares of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law Funds relating to bankruptcy, or consent Purchased Receivables shall thereafter rise to the appointment a level of a receiver, liquidator, assignee, trustee, sequestrator at least seventy-six percent (or other similar official76%) of the corporation or all or substantially all aggregate Net Asset Value of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision Shares of the “Restricted Articles,” Funds as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, Calculation Date immediately preceding the Calculation Date that the condition specified in any material respectthis clause (g) was not satisfied and was not subsequently complied with.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes or the Class C Certificates unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Certificates or the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of NotesNotes or the Class C Certificates) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Moody's is then rating any outstanding NotesNotes or Certificates)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended;; and (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; and (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors;. (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes or the Class C Certificates unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Certificates or the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of NotesNotes or the Class C Certificates) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x is Moodx'x xx then rating any outstanding NotesNotes or Certificates)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended;; and (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; and (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors;. (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of IncorporationArticle Three, Article Four or Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Moody's is then rating any outstanding Notes)): (1) engage in exxxxx xn any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x is Mooxx'x xx then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;. (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended;; and (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; and (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with Except as expressly provided under the CertificateholdersIndenture, the Note Owners and each Rating Agency that the Seller shall not issue create or permit to exist any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings Lien on the Notes. The Seller shall provide a copy of any such consent to Collateral or the Owner Trustee and the Indenture TrusteeSeries Collateral. (b) The Seller will continue to engage in activities of the same general type as described in the Offering Circular. (c) The Seller shall maintain its existence at all times as a Brazilian sociedade por quotas de responsibilidade limitada. (d) Except as permitted hereunder, the Seller will not take any corporate action for its winding-up, dissolution, reconstruction or reorganization. (e) The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders with respect to it and which may affect its business and properties, and obtain and keep in force all authorizations, approvals, licenses, consents or registrations required to enable it to maintain its business and properties. (f) The Seller shall notify the Trustee promptly of any material change affecting any of its representations, warranties, agreements and indemnities in this Agreement at any time and will take such steps as may reasonably be requested by the Trustee to remedy the same. (g) The Seller shall take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable law, and execute or cause to be executed such other documents and instruments, as may be required to carry out the provisions of this Agreement or the other Transaction Documents and make effective the transactions contemplated hereby and thereby. (h) The Seller shall execute all such other documents and take all such other steps as may be necessary or advisable for the Trustee, for the benefit of itself and the Noteholders, to have a first priority security interest in the Collateral and for the holders of each Series of Notes to have a first priority security interest in the relevant Series Collateral. (i) The Seller shall not do deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account or any Sinking Fund Account any amount other than any amount that may be required to be credited to and deposited into the Collection Account or any Sinking Fund Account pursuant to the Transaction Documents. (j) The Seller shall not cancel or terminate, or purport to cancel or terminate, any of the following (without the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on Transaction Documents; or amend, modify, supplement or change in any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without manner any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence term or condition of any of the followingTransaction Documents, the Seller shall provide notice or consent to or waive any violation of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage a covenant or agreement or breach of representation or warranty in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC Transaction Documents or any of its Affiliates incurred in connection with the acquisition of receivablesdeparture therefrom, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially except as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller allowed under this Agreement and the Basic Indenture. (k) The Seller shall not take any action or cause any Person to take any action that would impair in any respect the rights and interests of the Trustee or any Noteholder in the Collateral or any Series Collateral (except as expressly authorized by the Transaction Documents), and has a Certificate of Incorporation containing provisions identical including, without limitation, granting, or consenting to the provisions exercise by any Person of, any right of Article Threewithdrawal, Article Four and Article Fifteen deduction or set-off in respect of or against the Seller’s Certificate of IncorporationDesignated Receivables, as amended;the Collection Account or any Sinking Fund Account. (iil) immediately after giving effect Any payment made by any Eligible Obligors directly to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it Affiliate shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired delivered by the Seller from NMAC shall confirm to the Brazilian Collateral Agent for credit to the Collection Account, in writing that each case, as soon as practicable, but in no event later than the rating of such certificates Brazilian Business Day after receipt thereof by the Seller or notes shall not be adversely affected by such consolidation or merger;any Seller Affiliate. (4m) without The Seller shall give the affirmative vote Principal Servicer, the Trustee and the Brazilian Collateral Agent at least 60 days' prior written notice of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all relocation of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respectprincipal executive office.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: (a) The Seller agrees It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected failure to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance comply will not materially adversely affect such rating; provided that, have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the issuance of another series of certificates transactions contemplated hereunder or notes pursuant to agreements with terms substantially similar to thereunder or the terms validity or enforceability of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture TrusteeTimeshare Loans. (b) The Seller It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not do have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the following Timeshare Loans. (without the prior written consent of c) On each Rating Agency (Transfer Date, as applicable, it shall indicate in its and its Affiliates' computer files and other than Moody’s) (which consent shall be records that each Subsequent Timeshare Loan has been sold to the effect Depositor. (d) It shall respond to any inquiries with respect to ownership of a Subsequent Timeshare Loan by stating that such Subsequent Timeshare Loan has been sold to the Depositor and that the acts set forth below Depositor is the owner of such Subsequent Timeshare Loan. (e) On or prior to the Closing Date, it shall not affect materially adversely file or cause to be filed, at its own expense, financing statements in favor of the rating on any Class of Notes) Depositor, and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s)if applicable, the Owner Trustee Issuer and the Indenture Trustee shallon behalf of the Noteholders, without any exercise of its own discretion, also provide its written consent with respect to the Subsequent Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller (promptly after shall deliver file-stamped copies of such financing statements to the occurrence of any Depositor, the Issuer and the Indenture Trustee on behalf of the followingNoteholders. (f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Seller shall provide notice of such occurrence Issuer or the Indenture Trustee may reasonably request, to Moody’sperfect, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage in any business protect or activity other than those set forth in Article Three more fully evidence the sale and contribution of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtednessSubsequent Timeshare Loans to the Depositor, or assume to enable the Depositor to exercise and enforce its rights and remedies hereunder or guaranty under any indebtedness Subsequent Timeshare Loan including, but not limited to, powers of any other entityattorney, other than (A) any indebtedness incurred in connection UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with the issuance of any certificates or notes (as defined an interest and is therefore irrevocable, to act on behalf and in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations name of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended;Section 7(f). (iig) immediately after giving effect to Any change in the transaction, no default or event of default has occurred and is continuing under any indebtedness legal name of the Seller and any use by it of any tradename, fictitious name, assumed name or any agreements relating "doing business as" name occurring after the Closing Date shall be promptly disclosed to such indebtedness;the Depositor and the Indenture Trustee in writing. (iiih) Upon the entity (if other than the Seller) formed discovery or surviving the consolidation or merger or which acquires the properties and assets receipt of notice by a Responsible Officer of the Seller agrees that of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. (i) In the event that the Seller shall receive any payments in respect of a Subsequent Timeshare Loan after the Closing Date or Transfer Date, as applicable (including any insurance proceeds that are not payable to the related Obligor), the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (j) The Seller will keep its principal place of business and chief executive office and the office where it shall maintain keeps its funds records concerning the Subsequent Timeshare Loans at the address of Bluegreen listed herein. (k) In the event that the Seller or assets as identifiable and not commingle its funds the Depositor or assets with those any assignee of the Depositor should receive actual notice of any direct transfer taxes arising out of the transfer, assignment and conveyance of a Subsequent Timeshare Loan to the Depositor, on written demand by the Depositor, or ultimate parent of upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee harmless, on an after-tax basis, from and against any and all such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; andtransfer taxes. (ivl) each nationally recognized statistical rating organization that has rated any issue The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Subsequent Timeshare Loans and all payments made with regard to the related Subsequent Timeshare Loans without the signature of certificates or notes secured or supported by assets acquired by the Seller from NMAC where permitted by law. A photocopy or other reproduction of this Agreement shall confirm in writing be sufficient as a financing statement where permitted by law. The Depositor confirms that the rating of such certificates or notes shall it is not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings its present intention to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (photocopy or other similar official) reproduction of this Agreement as a financing statement, but reserves the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease right to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amendeddo so if, in any material respectits good faith determination, there is at such time no reasonable alternative remaining to it.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x is Moodx'x xx then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and is nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;. (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.has

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Xxxxx'x is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to (Nissan 2005-A Sale and Servicing Agreement) secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any (Nissan 2005-A Sale and Servicing Agreement) applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Moody's is then rating any outstanding Notes)): (10) engage xxgage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Xxxxx'x is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any additional securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes issued pursuant to the Basic Documents unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the 45 issuance of another series of certificates or notes pursuant to agreements an agreement with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Xxxxx'x is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such the outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such any certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such the outstanding certificates or notes that the ratings of such the outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; indebtedness and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of to all outstanding rated debt) and nonrecourse against any assets other obligations of the Seller other than and shall be nonrecourse debt of the assets pledged Seller, except with respect to secure proceeds of the receivables in excess of such indebtednessproceeds necessary to pay all obligations in relation to the certificates or the notes ("Excess Proceeds"), (ii) such indebtedness does and shall not constitute a claim against the Seller in to the event the assets pledged to secure such indebtedness extent that Excess Proceeds are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended;; and (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; and (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured pursuant to any agreement or supported by assets acquired by the Seller from NMAC any series of class of certificates or notes shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter;; or (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x is Moodx'x xx then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; indebtedness and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of to all outstanding rated debt) and nonrecourse against any assets other obligations of the Seller other than and shall be nonrecourse debt of the assets pledged Seller, except with respect to secure proceeds of the receivables in excess of such indebtednessproceeds necessary to pay all obligations in relation to the certificates or the notes ("Excess Proceeds"), (ii) such indebtedness does and shall not constitute a claim against the Seller in to the event the assets pledged to secure such indebtedness extent that Excess Proceeds are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended;; and (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; and (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of IncorporationArticle Three, Article Four or Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. The Seller covenants and agrees that it shall: (a) The keep proper books of record and account in accordance with its normal business practice in which full and appropriate entries shall be made of all dealings or transactions in relation to its business and activities and shall mark xxx data processing or other records, if any, so as to clearly indicate that the Purchased Receivables and the Ancillary Rights in respect thereto have been sold to the Purchaser; (b) furnish to the Program Agent and the Purchaser: (A) annually within 150 days after the end of each fiscal year: (i) unaudited consolidated financial statements of the Seller agrees and its respective subsidiaries prepared in accordance with GAAP for such fiscal year, (ii) audited consolidated financial statements of AMVESCAP plc and its respective subsidiaries (including the Seller, the Advisor and the Distributor) prepared in accordance with generally accepted accounting principles in the United Kingdom for such fiscal year, and (iii) unaudited balance sheets of the Advisor and the Distributor if not included in clause (i) above, prepared in accordance with GAAP for such fiscal year and, in any event, an unaudited income statement and balance sheet of the Advisor and the Distributor prepared in accordance with GAAP for such year; and (B) promptly upon preparation, copies of the semi-annual unaudited reports and annual audited reports of each Company; (c) use the Purchase Prices paid to it on each Purchase Date hereunder solely for the purpose of purchasing Receivables or for reimbursing itself for the purchase price of the Receivables purchased under the Transfer Agreement pursuant to and in accordance with the Certificateholdersterms of the Transfer Agreement; provided, the Note Owners and each Rating Agency that the Seller shall not issue be entitled to retain the profit resulting from any securities or deposit assets into a trust that issues any securities, difference between the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent purchase price paid to the Seller (promptly after for the occurrence of any of Receivables and the following, purchase price paid by the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)):for the Receivables; (1d) engage in any business or activity other than those set forth in Article Three on the second Business Day following remittance to the Collection Account of the Seller’s Certificate 's Class A and C CDSC Portion, notify the Collection Agent and the Program Agent in writing of Incorporation, as amendedthe amount thereof by telefax or electronic mail and instruct the Collection Agent to immediately remit such amount to the Seller's Account; (2e) incur any indebtednesstreat each transfer of Receivables and the Ancillary Rights with respect thereto pursuant to this Agreement as a sale and not as a secured loan on its financial statements, or assume or guaranty any indebtedness of any other entitybooks and records and tax returns, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation)including without limitation its United States federal income tax returns, provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) except to the extent that any holder of such indebtedness treatment is deemed to have any interest prohibited by a change in any assets of Applicable Law after the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entitydate hereof; and (ivf) shall cause each nationally recognized statistical rating organization that has rated any issue of certificates other Person acting on its behalf or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of as its agent to keep such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Sellerbooks, institute proceedings to be adjudicated bankrupt or insolventrecords, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or accounts and other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporationinformation, as amendedPersons carrying out similar functions typically maintain, in any material respectso as to verify and document its compliance with its obligations under the Facility Documents.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x is Moodx'x xx then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any 53 assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;. (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended;; and (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; and (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, Articles of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with Purchaser as follows: (a) The Seller agrees will comply with all Applicable Laws, including those with respect to the CertificateholdersLoans in the Conveyed Property and any Related Property, and all material Contractual Obligations, except where the Note Owners and each Rating Agency that failure to do so, individually or in the Seller shall aggregate, could not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notesresult in a Material Adverse Effect. The Seller shall provide comply with the terms and conditions of each Transaction Document to which it is a copy of any such consent to the Owner Trustee and the Indenture Trusteeparty. (b) The Seller shall will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing in each jurisdiction where the failure to maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect. (c) The Seller will not do sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Loan, Collections, Related Property or other asset that is part of the following (without the prior written consent of each Rating Agency (Conveyed Property, whether now existing or hereafter transferred hereunder, or any interest therein other than Moody’s) (which consent shall be to Permitted Liens. The Seller will promptly notify the effect that Purchaser and the acts set forth below shall not affect materially adversely Agent of the rating existence of any Lien on any Class of Notes) andLoan, upon the Seller’s receipt of such written consent from each Rating Agency (Collections, Related Property or other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any asset that is part of the following, Conveyed Property 743369852 21686237 and the Seller shall provide notice defend the right, title and interest of such occurrence the Purchaser and the Agent as agent for the Secured Parties in, to Moody’sand under any Loan, so long as Mxxxx’x Collections and the Related Property or other asset that is then rating part of the Conveyed Property, against all claims of third parties; provided, however, that nothing in this Section 8(c) shall prevent or be deemed to prohibit the Seller from suffering to exist Permitted Liens upon any outstanding Notes)):Loan or any Related Property or other asset that is part of the Conveyed Property. (1d) engage The Seller agrees to hold in any business or activity other than those set forth in Article Three trust for the benefit of the Seller’s Certificate of IncorporationPurchaser and the Agent, as amended; and cause the delivery to the Collection Account promptly (but in no event later than two (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of IncorporationBusiness Days after receipt), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired all Collections received by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets the Loans that are part of the Conveyed Property. (e) The Seller other than shall cause the assets pledged Purchaser to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtednesscomply with, and (iv) to shall not take any action inconsistent with, the extent that any holder of such indebtedness is deemed to have any interest covenant in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a5.1(l) of the Bankruptcy Code;Credit Agreement. (3f) dissolve The Seller (x) shall not change its name or liquidatejurisdiction of organization, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical without 30 days’ prior written notice to the provisions of Article Three, Article Four Purchaser and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity Agent and (iiiy) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolventmove, or consent to the institution of bankruptcy or insolvency proceedings against itCollateral Custodian moving, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent original Loan Documents without thirty (30) days’ prior written notice to the appointment Purchaser and the Agent and (z) will promptly take all actions required of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) each relevant jurisdiction in order to continue the first priority perfected security interest of the corporation Purchaser (except for Permitted Liens) in all Conveyed Property, and such other actions as the Purchaser or all or substantially all the Agent may reasonably request, including but not limited to delivery of its property, or make any assignment for the benefit an Opinion of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respectCounsel.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)):): 54 (Nissan 2008-A Sale and Servicing Agreement) (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; 55 (Nissan 2008-A Sale and Servicing Agreement) (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Xxxxx'x is then rating any outstanding Notes)):): (Nissan 2003-B Sale and Servicing Agreement) 50 (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness;; (Nissan 2003-B Sale and Servicing Agreement) (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes or the Class C Certificates unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided 55 (Sale and Servicing Agreement) that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Certificates or the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of NotesNotes or the Class C Certificates) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Moody's is then rating any outstanding NotesNotes or Certificates)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;; 56 (Sale and Servicing Agreement) (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; oror 57 (Sale and Servicing Agreement) (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that nationally recognized rating agency which has been requested by the Seller or an affiliate to rate the Class A Certificates issued pursuant to this Agreement and which is then rating such Certificates that it shall not issue any additional securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to affect materially and adversely affect the rating of any Class of Notes Certificates issued pursuant to this Agreement unless it shall have first obtained the written consent of each Rating Agency to the effect confirmation from such rating agency that such issuance will not materially adversely affect such rating; provided thatresult in the qualification, downgrading or withdrawal of the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar then current rating assigned to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the NotesClass A Certificates. The Seller shall provide a copy of any such consent written confirmation to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of not, without first receiving written confirmation from each nationally recognized rating agency which has been requested by the following (without Seller or an affiliate to rate the prior written consent of each Rating Agency (other than Moody’s) (Class A Certificates and which consent shall be is then rating such Certificates that the then current rating assigned to the effect that Class A Certificates will not result in the acts set forth below shall not affect materially adversely the rating on any Class qualification, downgrading or withdrawal of Notes) such rating, and, upon the Seller’s 's receipt of such written consent confirmation from each Rating Agency (other than Moody’s)such rating agency, the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of Seller, do any of the following, the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)):: (1i) engage in any business or activity other than those set forth in Article Three Section 2.3 of the Seller’s Certificate of Incorporation, as amended's Limited Partnership Agreement; (2ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes Notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; 's Limited Partnership Agreement) and (B) (i) any indebtedness to NMAC Ford Motor Credit Company or any of its Affiliates affiliate thereof incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims receivables or rights of holders of other indebtedness certificates issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred trusts established by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “Independent Director,” as defined in the Seller’s charter; (6) without the affirmative vote of at least one “Independent Director,” as defined in the Seller’s charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “Restricted Articles,” as defined in the Seller’s Certificate of Incorporation, of the Seller’s Certificate of Incorporation, as amended, in any material respect.Ford Motor

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Moody's is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended;; (Nissan 2004-C Sale and Servicing Agreement) (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller (Nissan 2004-C Sale and Servicing Agreement) agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s 's receipt of such written consent from each Rating Agency (other than Moody’s's), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s's, so long as Mxxxx’x Moody's is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s 's Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s 's Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness; and (B) (i) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of receivables, which indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and nonrecourse against any assets of the Seller other than the assets pledged to secure such indebtedness, (ii) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such indebtedness are insufficient to pay such indebtedness, (iii) holders of such indebtedness agree that they have no rights in any assets of the Seller other than the assets pledged to secure such indebtedness, and (iv) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code; (3) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of all obligations of the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article Three, Article Four and Article Fifteen of the Seller’s 's Certificate of Incorporation, as amended; (ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; (iii) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (i) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (ii) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (iii) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (iv) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by assets acquired by the Seller from NMAC shall confirm in writing that the rating of such certificates or notes shall not be adversely affected by such consolidation or merger; (4) without the affirmative vote of 100% of the members of the board of directors of the Seller, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors; (5) cease to have an “"Independent Director,” " as defined in the Seller’s 's charter; (6) without the affirmative vote of at least one “"Independent Director,” " as defined in the Seller’s 's charter, enter into any transactions with the Servicer not in the ordinary course of business; or (7) modify any provision of the “"Restricted Articles,” " as defined in the Seller’s 's Certificate of Incorporation, of the Seller’s 's Certificate of Incorporation, as amended, in any material respect.