Common use of Covenants of the Depositor Clause in Contracts

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee Security Insurer and the Indenture Trustee for the benefit of the Secured PartiesOwner Trustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) it shall not sell, assign, transfer, give or encumber, by operation of law or otherwise, in whole or in part, its interest in the Trust; (ib) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (bc) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (cd) it shall obtain from each counterparty to each Basic Related Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e8.1(c) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and; (de) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Certificateholder and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust Issuing Entity to be adjudicated bankrupt or insolvent, or consent to or join in the institution of bankruptcy or insolvency proceedings against the TrustIssuing Entity, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the TrustIssuing Entity, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Issuing Entity or a substantial part of the property of the Trust Issuing Entity or cause or permit the Trust Issuing Entity to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust Issuing Entity to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust Issuing Entity or take any action in furtherance of any such action; (cb) it shall obtain from each counterparty to each Basic Document to which it or the Trust Issuing Entity is a party and each other agreement entered into on or after the date hereof to which it or the Trust Issuing Entity is a party, an agreement by each such counterparty that prior to the occurrence of the event certain events specified in Section 9.1(e) such agreement, such counterparty shall not institute against, or join any other Person in instituting against, it or the TrustIssuing Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and; (dc) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for Agreement or any other Basic Document to which it to be adjudicated is a bankrupt or insolvent, or consent to party; and (d) the institution Depositor hereby reaffirms the covenants of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 officialDepositor in Section 3.06(h) of it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such actionSale and Servicing Agreement and those covenants are incorporated herein by this reference.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Certificateholder, the Insurer and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Certificateholder and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust Issuing Entity to be adjudicated bankrupt or insolvent, or consent to or join in the institution of bankruptcy or insolvency proceedings against the TrustIssuing Entity, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the TrustIssuing Entity, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Issuing Entity or a substantial part of the property of the Trust Issuing Entity or cause or permit the Trust Issuing Entity to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust Issuing Entity to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust Issuing Entity or take any action in furtherance of any such action; (cb) it shall obtain from each counterparty to each Basic Document to which it or the Trust Issuing Entity is a party and each other agreement entered into on or after the date hereof to which it or the Trust Issuing Entity is a party, an agreement by each such counterparty that prior to the occurrence of the event certain events specified in Section 9.1(e) such agreement, such counterparty shall not institute against, or join any other Person in instituting against, it or the TrustIssuing Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (dc) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for Agreement or any other Basic Document to which it to be adjudicated is a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such actionparty.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee Security Insurer and the Indenture Trustee for the benefit of the Secured PartiesOwner Trustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) it shall not sell, assign, transfer, give or encumber, by operation of law or otherwise, in whole or in part, its interest in the Trust; (ib) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (bc) it shall not, for any reason, institute proceedings for the Trust to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (cd) it shall obtain from each counterparty to each Basic Related Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e8.1(c) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (de) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Certificateholder, the Note Insurer and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust Issuing Entity to be adjudicated bankrupt or insolvent, or consent to or join in the institution of bankruptcy or insolvency proceedings against the TrustIssuing Entity, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the TrustIssuing Entity, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Issuing Entity or a substantial part of the property of the Trust Issuing Entity or cause or permit the Trust Issuing Entity to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust Issuing Entity to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust Issuing Entity or take any action in furtherance of any such action; (cb) it shall obtain from each counterparty to each Basic Document to which it or the Trust Issuing Entity is a party and each other agreement entered into on or after the date hereof to which it or the Trust Issuing Entity is a party, an agreement by each such counterparty that prior to the occurrence of the event certain events specified in Section 9.1(e) such agreement, such counterparty shall not institute against, or join any other Person in instituting against, it or the TrustIssuing Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (dc) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for Agreement or any other Basic Document to which it to be adjudicated is a bankrupt or insolvent, or consent to party; and (d) the institution Depositor hereby reaffirms the covenants of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 officialDepositor in Section 3.06(h) of it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such actionSale and Servicing Agreement and those covenants are incorporated herein by this reference.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesNoteholders, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; providedincorporation, however, that no other Series shall be issued under the Basic Documents so long as and the Notes are outstandingSeries Related Documents; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Certificateholder and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust Issuer to be adjudicated bankrupt or insolvent, or consent to or join in the institution of bankruptcy or insolvency proceedings against the TrustIssuer, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the TrustIssuer, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Issuer or a substantial part of the property of the Trust Issuer or cause or permit the Trust Issuer to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust Issuer to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust Issuer or take any action in furtherance of any such action; (cb) it shall obtain from each counterparty to each Basic Document to which it or the Trust Issuer is a party and each other agreement entered into on or after the date hereof to which it or the Trust Issuer is a party, an agreement by each such counterparty that prior to the occurrence of the event certain events specified in Section 9.1(e) such agreement, such counterparty shall not institute against, or join any other Person in instituting against, it or the TrustIssuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and; (dc) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for Agreement or any other Basic Document to which it to be adjudicated is a bankrupt or insolvent, or consent to party; and (d) the institution Depositor hereby reaffirms the covenants of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 officialDepositor in Section 3.06(h) of it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such actionSale and Servicing Agreement and those covenants are incorporated herein by this reference.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Residual Certificateholder, the Insurer, Wilmington Trust Company and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation incorporation, its by-laws and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e10.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction transactions (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; providedPROVIDED, howeverHOWEVER, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Series Secured Party and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesNoteholders, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; providedincorporation, however, that no other Series shall be issued under the Basic Documents so long as and the Notes are outstandingSeries Related Documents; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Residual Certificateholder, the Insurer, [___________________] and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation incorporation, its by-laws and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e10.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesNoteholders, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles certificate of incorporation incorporation, the Basic Documents and the Series Related Documents and or (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents and the Series Related Documents so long as the Series 2000-3 Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; ; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Certificateholder, the Insurer and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles of incorporation the Depositor Trust Agreement and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Certificateholder, the Insurer and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) it shall not assign, sell, convey, pledge, transfer, reconvey, cancel, forgive, compromise or otherwise dispose of any Demand Note held by it, in whole or in part; (ib) it shall not sell, assign, transfer, give or encumber, by operation of law or otherwise, in whole or in part, the interest evidenced by its Certificates acquired pursuant to Section 3.9 without the consent of the Insurer; (c) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (bd) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (ce) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and; (df) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (g) it shall not make any distribution other than to the Trust or unless the aggregate net worth of the Depositor following such distribution shall be at least equal to the Minimum Net Worth unless the Depositor shall deliver to the Owner Trustee, the Trustee and the Insurer an opinion of Counsel to the effect that the failure to maintain such Minimum Net Worth shall not cause the Trust to be an association taxable as a corporation or a publicly traded partnership for California franchise tax purposes.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Owner, the Insurer and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) it shall not assign, sell, convey, pledge, transfer, reconvey, cancel, forgive, compromise or otherwise dispose of any Demand Note held by it, in whole or in part; (ib) it shall not sell, assign, transfer, give or encumber, by operation of law or otherwise, in whole or in part, the interest evidenced by its certificates acquired pursuant to Section 3.9 without the consent of the Insurer; (c) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles certificate of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (bd) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (ce) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and; (df) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (g) it shall not make any distribution other than to the Trust or unless the aggregate net worth of the Depositor following such distribution shall be at least equal to the Minimum Net Worth unless the Depositor shall deliver to the Owner Trustee, the Trustee and the Insurer an opinion of Counsel to the effect that the failure to maintain such Minimum Net Worth shall not cause the Trust to be an association taxable as a corporation or a publicly traded partnership for California franchise tax purposes.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Noteholder, the Certificateholder, the Insurer and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not cause or permit the Trust to create, incur or suffer to exist any indebtedness (other than any indebtedness pursuant to the Revolving Credit and Term Loan and Security Agreement) or (ii) engage in any businessactivity, except (x) except, in each case, as permitted by its articles of incorporation this Agreement and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and; (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.,

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesNoteholders, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles certificate of incorporation incorporation, the Basic Documents and the Series Related Documents and or (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents and the Series Related Documents so long as the Series _____ Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.ss. 9.1

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesNoteholders, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles certificate of incorporation incorporation, the Basic Documents and the Series Related Documents and or (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents and the Series Related Documents so long as the Series 2000-2 Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; ; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesNoteholders, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles certificate of incorporation incorporation, the Basic Documents and the Series Related Documents and or (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; providedPROVIDED, howeverHOWEVER, that no other Series shall be issued under the Basic Documents and the Series Related Documents so long as the Series 2001-2 Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesNoteholders, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles certificate of incorporation and the Related Documents and or (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; providedPROVIDED, howeverHOWEVER, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust trust to be adjudicated Fadjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles certificate of incorporation and the Related Documents and or (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; providedPROVIDED, howeverHOWEVER, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 8 of the Indenture; providedPROVIDED, howeverHOWEVER, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; providedPROVIDED, howeverHOWEVER, that no other Series shall be issued under the Basic Documents so long as the Notes are outstanding; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of each Certificateholder, the Insurer and the Owner Trustee and the Indenture Trustee for the benefit of the Secured PartiesTrustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) (i) it shall not create, incur or suffer to exist any indebtedness or (ii) engage in any business, except (x) except, in each case, as permitted by its articles of incorporation the Depositor Trust Agreement and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingDocuments; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of 8 the event specified in Section 9.1(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Depositor. The Depositor agrees and covenants for the benefit of the Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties, that during the term of this Agreement, and to the fullest extent permitted by applicable law, that: (a) in the event that any litigation with claims in excess of $1,000,000 to which the Depositor is a party which shall be reasonably likely to result in a material judgment against the Depositor that the Depositor will not be able to satisfy shall be commenced, during the period beginning immediately following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Depositor, such judgment has been satisfied), the Depositor shall not pay any dividend to the Seller, or make any distribution on or in respect of its capital stock to the Seller, or repay the principal amount of any indebtedness of the Depositor held by the Seller, unless (i) it after giving effect to such payment, distribution or repayment, the Depositor's liquid assets shall not create, incur or suffer to exist any indebtedness be less than the amount of actual damages claimed in such litigation or (ii) engage in the Rating Agencies shall not downgrade the then existing rating on the Certificates with respect to any businesssuch payment, except (x) as permitted by its articles of incorporation and the Related Documents and (y) in connection with a securitization transaction (including warehousing transactions) and the related documents in which the related indebtedness is issued pursuant to an indenture having a provision substantially similar to Section 11.18 of the Indenture; provided, however, that no other Series shall be issued under the Basic Documents so long as the Notes are outstandingdistribution or repayment; (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of the property of the Trust or cause or permit the Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt of the Trust or take any action in furtherance of any such action; (c) it shall not create, incur or suffer to exist any indebtedness or engage in any business, except, in each case, as permitted by its articles of incorporation, by-laws and the Transaction Documents; (d) it shall obtain from each counterparty other party to each Basic Transaction Document to which it or the Trust is a party and each other agreement entered into on or after the date hereof to which it or the Trust is a party, an agreement by each such counterparty that prior to the occurrence of the event specified in Section 9.1(eSECTION 9.01(e) such counterparty shall not institute against, or join any other Person in instituting against, it or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States; and (de) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting 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 it or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.