Common use of Enforcement by Trustee Clause in Contracts

Enforcement by Trustee. The Seller hereby acknowledges and agrees that the following covenants and agreements of the Seller shall be enforceable by the Trustee at all times until the Trust is terminated: (a) the Seller shall not engage in any business or activity other than as currently set forth in its Certificate of Incorporation; (b) the Seller shall not 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 (A) the entity (if other than the Seller) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof, and shall expressly assume in form satisfactory to the Rating Agency and the Majority Certificateholders, the performance of every covenant on the part of the Seller to be performed or observed pursuant to this Agreement and the Purchase Agreement, (B) immediately after giving effect to such transaction, no default or event of default under this Agreement shall have occurred and be continuing and (C) the Seller shall have delivered to the Rating Agency, each Certificateholder and the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with this Agreement; (c) the Seller shall not dissolve or liquidate, in whole or in part, except (A) as permitted in paragraph (ii) above or (B) with the prior written consent of the Trustee and prior written confirmation from the Rating Agency (a copy of which shall be provided to the Trustee and each Certificateholder by the Seller) that such dissolution or liquidation will have no adverse effect on the rating assigned to the Certificates; (d) the funds and other assets of the Seller shall not be commingled with those of any other corporation, entity or Person, including, but not limited to, the parent or Affiliates of the Seller; (e) the Seller shall not hold itself out as being liable for the debts of any other party, including, but not limited to, the debts of the parent or Affiliates of the Seller; (f) the Seller shall not form, or cause to be formed, or otherwise have, any subsidiaries; (g) the Seller shall act solely in its corporate name and through the duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (h) at all times, except in the case of a temporary vacancy, which shall promptly be filled, the Seller shall have on its board of directors at least one director who qualifies as an "Independent Director" as such term is defined in the Seller's Certificate of Incorporation as originally filed with the Delaware Secretary of State's office; (i) the Seller shall maintain records and books of account of the Seller and shall not commingle such records and books of account with the records and books of account of any Person. The books of the Seller may be kept (subject to any provision contained in the statutes) inside or outside the State of New Jersey at such place or places as may be designated from time to time by the board of directors of the Seller; (j) the board of directors of the Seller shall hold appropriate meetings to authorize all of its corporate actions. Regular meetings of the board of directors of the Seller shall be held not less frequently than one (1) time per annum; (k) meetings of the shareholders of the Seller shall be held not less frequently than one time per annum; (l) the Seller shall not, without the affirmative unanimous vote of the whole board of directors of the Seller (including at least one director referred to in clause (h) above), institute any proceedings to adjudicate the Seller a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Seller, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Seller or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Seller; (m) the Seller is not and shall not be involved in the day-to-day or other management of its parent or any of its Affiliates; (n) other than the purchase and sale or pledge of assets as provided in this Agreement and related agreements with respect to this transaction and other transactions relating to the purchase of auto loan receivables and the issuance of rated debt or rated certificates of participation, the Seller shall engage in no other transactions with any of its Affiliates; (o) the Seller shall maintain a separate business office and telephone number from any of its Affiliates; (p) the Seller's financial statements shall reflect its separate legal existence from any of its Affiliates; (q) the Seller shall use separate invoices, stationery and checks from any of its Affiliates; (r) the Seller shall not suffer or permit the credit or assets of Asta Funding or any of its Affiliates to be held out as available for the obligations of the Seller; (s) the Seller shall enter into transactions with Asta Funding or its affiliates only on commercially reasonable terms; (t) the Seller shall not incur any indebtedness other than trade payables and expense accruals incurred in its ordinary course of business and any indebtedness contemplated by this Agreement; and (u) the Seller shall not issue any Securities or incur or issue any Obligations under any other pooling and servicing agreement, purchase agreement or otherwise, unless such agreement contains an express provision limiting recourse to the Seller to the assets involved in the transaction to which such agreement relates.

Enforcement by Trustee. The Seller hereby acknowledges and agrees that the following covenants and agreements of the Seller shall be enforceable by the Trustee at all times until the Trust is terminated: (a) If there shall be pending proceedings for the Seller bankruptcy or for the reorganization of the Company or any other obligor on the Notes under the Bankruptcy Code or any other applicable law, or in case a receiver or trustee shall not engage have been appointed for the property of the Company or such other obligor, or in the case of any business similar judicial proceedings relative to the Company or activity other than obligor on the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as currently set forth therein expressed or by declaration or otherwise, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and any premium and interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including, prior to the Substitution Date, any claims of the Trustee as holder of Pledged First Mortgage Bonds or, if applicable, on and after the Substitution Date, any claims of the Trustee as holder of Pledged Substituted Mortgage Bonds, and including any amounts due to the Trustee under Section 9.06 hereof) and of the Holders of Notes allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its Certificate or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of Incorporation;its charges and expenses. (b) the Seller shall not consolidate or merge with or into any other entity or convey or transfer its properties All claims and assets substantially as an entirety to any entity unless (A) the entity (if other than the Seller) formed or surviving such consolidation or mergerrights of action under this Indenture, or that acquires by conveyance or transfer the properties and assets under any of the Seller substantially as an entiretyNotes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be organized brought in its own name as trustee of an express trust, and existing under any recovery of judgment shall be for the laws ratable benefit of the United States of America or any State thereof, and shall expressly assume in form satisfactory to the Rating Agency and the Majority Certificateholders, the performance of every covenant on the part Holders of the Seller to be performed or observed pursuant to this Agreement and the Purchase Agreement, (B) immediately after giving effect to Notes in respect of which such transaction, no default or event of default under this Agreement shall have occurred and be continuing and (C) the Seller shall have delivered to the Rating Agency, each Certificateholder and the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with this Agreement;action was taken. (c) the Seller Nothing herein contained shall not dissolve or liquidate, in whole or in part, except (A) as permitted in paragraph (ii) above or (B) with the prior written consent of be deemed to authorize the Trustee and prior written confirmation from the Rating Agency (a copy of which shall be provided to the Trustee and each Certificateholder by the Seller) that such dissolution or liquidation will have no adverse effect on the rating assigned to the Certificates; (d) the funds and other assets of the Seller shall not be commingled with those of any other corporation, entity or Person, including, but not limited to, the parent or Affiliates of the Seller; (e) the Seller shall not hold itself out as being liable for the debts of any other party, including, but not limited to, the debts of the parent or Affiliates of the Seller; (f) the Seller shall not form, or cause to be formed, or otherwise have, any subsidiaries; (g) the Seller shall act solely in its corporate name and through the duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (h) at all times, except in the case of a temporary vacancy, which shall promptly be filled, the Seller shall have on its board of directors at least one director who qualifies as an "Independent Director" as such term is defined in the Seller's Certificate of Incorporation as originally filed with the Delaware Secretary of State's office; (i) the Seller shall maintain records and books of account of the Seller and shall not commingle such records and books of account with the records and books of account of any Person. The books of the Seller may be kept (subject to any provision contained in the statutes) inside or outside the State of New Jersey at such place or places as may be designated from time to time by the board of directors of the Seller; (j) the board of directors of the Seller shall hold appropriate meetings to authorize all of its corporate actions. Regular meetings of the board of directors of the Seller shall be held not less frequently than one (1) time per annum; (k) meetings of the shareholders of the Seller shall be held not less frequently than one time per annum; (l) the Seller shall not, without the affirmative unanimous vote of the whole board of directors of the Seller (including at least one director referred to in clause (h) above), institute any proceedings to adjudicate the Seller a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Seller, file a petition seeking to accept or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Seller or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Seller; (m) Notes or the Seller is not and shall not be involved rights of any Holder thereof or to authorize the Trustee to vote in the day-to-day or other management of its parent or any of its Affiliates; (n) other than the purchase and sale or pledge of assets as provided in this Agreement and related agreements with respect to this transaction and other transactions relating to the purchase of auto loan receivables and the issuance of rated debt or rated certificates of participation, the Seller shall engage in no other transactions with any of its Affiliates; (o) the Seller shall maintain a separate business office and telephone number from any of its Affiliates; (p) the Seller's financial statements shall reflect its separate legal existence from any of its Affiliates; (q) the Seller shall use separate invoices, stationery and checks from any of its Affiliates; (r) the Seller shall not suffer or permit the credit or assets of Asta Funding or any of its Affiliates to be held out as available for the obligations of the Seller; (s) the Seller shall enter into transactions with Asta Funding or its affiliates only on commercially reasonable terms; (t) the Seller shall not incur claim of any indebtedness other than trade payables and expense accruals incurred Noteholder in its ordinary course of business and any indebtedness contemplated by this Agreement; and (u) the Seller shall not issue any Securities or incur or issue any Obligations under any other pooling and servicing agreement, purchase agreement or otherwise, unless such agreement contains an express provision limiting recourse to the Seller to the assets involved in the transaction to which such agreement relatesproceeding.

Enforcement by Trustee. The Seller hereby acknowledges and agrees that the following covenants and agreements of the Seller shall be enforceable by the Trustee at all times until the Trust is terminated: (a) If there shall be pending proceedings for the Seller bankruptcy or for the reorganization of the Company or any other obligor on the Notes under the Bankruptcy Code or any other applicable law, or in case a receiver or trustee shall not engage have been appointed for the property of the Company or such other obligor, or in the case of any business similar judicial proceedings relative to the Company or activity other than obligor on the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as currently set forth therein expressed or by declaration or otherwise, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and any premium and interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claims of the Trustee as holder of Pledged First Mortgage Bonds and any amounts due to the Trustee under Section 10.6 hereof) and of the Holders of Notes allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its Certificate or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of Incorporation;its charges and expenses. (b) the Seller shall not consolidate or merge with or into any other entity or convey or transfer its properties All claims and assets substantially as an entirety to any entity unless (A) the entity (if other than the Seller) formed or surviving such consolidation or mergerrights of action under this Indenture, or that acquires by conveyance or transfer the properties and assets under any of the Seller substantially as an entiretyNotes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be organized brought in its own name as trustee of an express trust, and existing under any recovery of judgment shall be for the laws ratable benefit of the United States of America or any State thereof, and shall expressly assume in form satisfactory to the Rating Agency and the Majority Certificateholders, the performance of every covenant on the part Holders of the Seller to be performed or observed pursuant to this Agreement and the Purchase Agreement, (B) immediately after giving effect to Notes in respect of which such transaction, no default or event of default under this Agreement shall have occurred and be continuing and (C) the Seller shall have delivered to the Rating Agency, each Certificateholder and the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with this Agreement;action was taken. (c) the Seller Nothing herein contained shall not dissolve or liquidate, in whole or in part, except (A) as permitted in paragraph (ii) above or (B) with the prior written consent of be deemed to authorize the Trustee and prior written confirmation from the Rating Agency (a copy of which shall be provided to the Trustee and each Certificateholder by the Seller) that such dissolution or liquidation will have no adverse effect on the rating assigned to the Certificates; (d) the funds and other assets of the Seller shall not be commingled with those of any other corporation, entity or Person, including, but not limited to, the parent or Affiliates of the Seller; (e) the Seller shall not hold itself out as being liable for the debts of any other party, including, but not limited to, the debts of the parent or Affiliates of the Seller; (f) the Seller shall not form, or cause to be formed, or otherwise have, any subsidiaries; (g) the Seller shall act solely in its corporate name and through the duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (h) at all times, except in the case of a temporary vacancy, which shall promptly be filled, the Seller shall have on its board of directors at least one director who qualifies as an "Independent Director" as such term is defined in the Seller's Certificate of Incorporation as originally filed with the Delaware Secretary of State's office; (i) the Seller shall maintain records and books of account of the Seller and shall not commingle such records and books of account with the records and books of account of any Person. The books of the Seller may be kept (subject to any provision contained in the statutes) inside or outside the State of New Jersey at such place or places as may be designated from time to time by the board of directors of the Seller; (j) the board of directors of the Seller shall hold appropriate meetings to authorize all of its corporate actions. Regular meetings of the board of directors of the Seller shall be held not less frequently than one (1) time per annum; (k) meetings of the shareholders of the Seller shall be held not less frequently than one time per annum; (l) the Seller shall not, without the affirmative unanimous vote of the whole board of directors of the Seller (including at least one director referred to in clause (h) above), institute any proceedings to adjudicate the Seller a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Seller, file a petition seeking to accept or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Seller or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Seller; (m) Notes or the Seller is not and shall not be involved rights of any Holder thereof or to authorize the Trustee to vote in the day-to-day or other management of its parent or any of its Affiliates; (n) other than the purchase and sale or pledge of assets as provided in this Agreement and related agreements with respect to this transaction and other transactions relating to the purchase of auto loan receivables and the issuance of rated debt or rated certificates of participation, the Seller shall engage in no other transactions with any of its Affiliates; (o) the Seller shall maintain a separate business office and telephone number from any of its Affiliates; (p) the Seller's financial statements shall reflect its separate legal existence from any of its Affiliates; (q) the Seller shall use separate invoices, stationery and checks from any of its Affiliates; (r) the Seller shall not suffer or permit the credit or assets of Asta Funding or any of its Affiliates to be held out as available for the obligations of the Seller; (s) the Seller shall enter into transactions with Asta Funding or its affiliates only on commercially reasonable terms; (t) the Seller shall not incur claim of any indebtedness other than trade payables and expense accruals incurred Noteholder in its ordinary course of business and any indebtedness contemplated by this Agreement; and (u) the Seller shall not issue any Securities or incur or issue any Obligations under any other pooling and servicing agreement, purchase agreement or otherwise, unless such agreement contains an express provision limiting recourse to the Seller to the assets involved in the transaction to which such agreement relatesproceeding.

Enforcement by Trustee. The Seller hereby acknowledges and agrees that the following covenants and agreements of the Seller shall be enforceable by the Trustee at all times until the Trust is terminated: (a) If there shall be pending proceedings for the Seller bankruptcy or for the reorganization of the Company or any other obligor on the Notes under the Bankruptcy Code or any other applicable law, or in case a receiver or trustee shall not engage have been appointed for the property of the Company or such other obligor, or in the case of any business similar judicial proceedings relative to the Company or activity other than obligor on the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as currently set forth therein expressed or by declaration or otherwise, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and any premium and interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including, prior to the Substitution Date, any claims of the Trustee as holder of Pledged First Mortgage Bonds or, if applicable, on and after the Substitution Date, any claims of the Trustee as holder of Pledged Substituted Mortgage Bonds, and including any amounts due to the Trustee under Section 9.6 hereof) and of the Holders of Notes allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its Certificate or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of Incorporation;its charges and expenses. (b) the Seller shall not consolidate or merge with or into any other entity or convey or transfer its properties All claims and assets substantially as an entirety to any entity unless (A) the entity (if other than the Seller) formed or surviving such consolidation or mergerrights of action under this Indenture, or that acquires by conveyance or transfer the properties and assets under any of the Seller substantially as an entiretyNotes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be organized brought in its own name as trustee of an express trust, and existing under any recovery of judgment shall be for the laws ratable benefit of the United States of America or any State thereof, and shall expressly assume in form satisfactory to the Rating Agency and the Majority Certificateholders, the performance of every covenant on the part Holders of the Seller to be performed or observed pursuant to this Agreement and the Purchase Agreement, (B) immediately after giving effect to Notes in respect of which such transaction, no default or event of default under this Agreement shall have occurred and be continuing and (C) the Seller shall have delivered to the Rating Agency, each Certificateholder and the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with this Agreement;action was taken. (c) the Seller Nothing herein contained shall not dissolve or liquidate, in whole or in part, except (A) as permitted in paragraph (ii) above or (B) with the prior written consent of be deemed to authorize the Trustee and prior written confirmation from the Rating Agency (a copy of which shall be provided to the Trustee and each Certificateholder by the Seller) that such dissolution or liquidation will have no adverse effect on the rating assigned to the Certificates; (d) the funds and other assets of the Seller shall not be commingled with those of any other corporation, entity or Person, including, but not limited to, the parent or Affiliates of the Seller; (e) the Seller shall not hold itself out as being liable for the debts of any other party, including, but not limited to, the debts of the parent or Affiliates of the Seller; (f) the Seller shall not form, or cause to be formed, or otherwise have, any subsidiaries; (g) the Seller shall act solely in its corporate name and through the duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (h) at all times, except in the case of a temporary vacancy, which shall promptly be filled, the Seller shall have on its board of directors at least one director who qualifies as an "Independent Director" as such term is defined in the Seller's Certificate of Incorporation as originally filed with the Delaware Secretary of State's office; (i) the Seller shall maintain records and books of account of the Seller and shall not commingle such records and books of account with the records and books of account of any Person. The books of the Seller may be kept (subject to any provision contained in the statutes) inside or outside the State of New Jersey at such place or places as may be designated from time to time by the board of directors of the Seller; (j) the board of directors of the Seller shall hold appropriate meetings to authorize all of its corporate actions. Regular meetings of the board of directors of the Seller shall be held not less frequently than one (1) time per annum; (k) meetings of the shareholders of the Seller shall be held not less frequently than one time per annum; (l) the Seller shall not, without the affirmative unanimous vote of the whole board of directors of the Seller (including at least one director referred to in clause (h) above), institute any proceedings to adjudicate the Seller a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Seller, file a petition seeking to accept or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Seller or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Seller; (m) Notes or the Seller is not and shall not be involved rights of any Holder thereof or to authorize the Trustee to vote in the day-to-day or other management of its parent or any of its Affiliates; (n) other than the purchase and sale or pledge of assets as provided in this Agreement and related agreements with respect to this transaction and other transactions relating to the purchase of auto loan receivables and the issuance of rated debt or rated certificates of participation, the Seller shall engage in no other transactions with any of its Affiliates; (o) the Seller shall maintain a separate business office and telephone number from any of its Affiliates; (p) the Seller's financial statements shall reflect its separate legal existence from any of its Affiliates; (q) the Seller shall use separate invoices, stationery and checks from any of its Affiliates; (r) the Seller shall not suffer or permit the credit or assets of Asta Funding or any of its Affiliates to be held out as available for the obligations of the Seller; (s) the Seller shall enter into transactions with Asta Funding or its affiliates only on commercially reasonable terms; (t) the Seller shall not incur claim of any indebtedness other than trade payables and expense accruals incurred Noteholder in its ordinary course of business and any indebtedness contemplated by this Agreement; and (u) the Seller shall not issue any Securities or incur or issue any Obligations under any other pooling and servicing agreement, purchase agreement or otherwise, unless such agreement contains an express provision limiting recourse to the Seller to the assets involved in the transaction to which such agreement relatesproceeding.

Enforcement by Trustee. The Seller hereby acknowledges Whenever the Security has become enforceable and agrees that so long as the following covenants and agreements Security remains enforceable, but subject to the provisions of the Seller shall be enforceable by the Trustee at all times until the Trust is terminatedany Extraordinary Resolution: (a) the Seller shall not engage Trustee, in the exercise of its discretion, may proceed to realize the Security and enforce the rights of the Trustee and the Bondholders under the Security by entry as provided in Section 6.5; or by the appointment of a receiver or receiver and manager under the provisions of Section 6.6; or by sale under the provisions of Section 6.7; or by proceedings in any business court of competent jurisdiction for the appointment of a receiver or activity receiver and manager or for sale of all or any part of the Collateral or for foreclosure; or by any other than action, suit, remedy or proceedings authorized or permitted by this Indenture or by law or by equity; and may file such proofs of claim and other papers or documents as currently set forth may be necessary or advisable in its Certificate order to have the claims of Incorporationthe Trustee and the Bondholders lodged in any bankruptcy, winding-up or other judicial proceedings relative to the Corporation; and no such remedy for the realization of the Security or for the enforcement of the rights of the Trustee or the Bondholders shall be exclusive of or dependent on any other remedy but any one or more of the remedies may from time to time be exercised independently or in combination; (b) all rights of action may be enforced by the Seller shall not consolidate or merge with or into Trustee without the possession of any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the Seller) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety, shall be organized and existing under the laws of the United States of America Bonds or their production at any State thereof, and shall expressly assume in form satisfactory to the Rating Agency and the Majority Certificateholders, the performance of every covenant on the part of the Seller to be performed trial or observed pursuant to this Agreement and the Purchase Agreement, (B) immediately after giving effect to such transaction, no default or event of default under this Agreement shall have occurred and be continuing and (C) the Seller shall have delivered to the Rating Agency, each Certificateholder and the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with this Agreement;other related proceedings; and (c) the Seller shall not dissolve or liquidate, in whole or in part, except (A) as permitted in paragraph (ii) above or (B) with the prior written consent of the Trustee and prior written confirmation from the Rating Agency (a copy of which shall be provided to the Trustee and each Certificateholder by the Seller) that such dissolution or liquidation will have no adverse effect on the rating assigned to the Certificates; (d) the funds and other assets of the Seller shall not be commingled with those of any other corporation, entity or Person, including, but not limited to, the parent or Affiliates of the Seller; (e) the Seller shall not hold itself out as being liable for the debts of any other party, including, but not limited to, the debts of the parent or Affiliates of the Seller; (f) the Seller shall not form, or cause to be formed, or otherwise have, any subsidiaries; (g) the Seller shall act solely in its corporate name and through the duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (h) at all times, except in the case upon receipt of a temporary vacancy, which shall promptly be filled, the Seller shall have on Unanimous Bondholders' Request and upon being indemnified and funded to its board of directors at least one director who qualifies as an "Independent Director" as such term is defined in the Seller's Certificate of Incorporation as originally filed with the Delaware Secretary of State's office; (i) the Seller shall maintain records and books of account of the Seller and shall not commingle such records and books of account with the records and books of account of any Person. The books of the Seller may be kept (subject to any provision contained in the statutes) inside or outside the State of New Jersey at such place or places as may be designated from time to time by the board of directors of the Seller; (j) the board of directors of the Seller shall hold appropriate meetings to authorize all of its corporate actions. Regular meetings of the board of directors of the Seller shall be held not less frequently than one (1) time per annum; (k) meetings of the shareholders of the Seller shall be held not less frequently than one time per annum; (l) the Seller shall not, without the affirmative unanimous vote of the whole board of directors of the Seller (including at least one director referred to in clause (h) above), institute any proceedings to adjudicate the Seller a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Seller, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Seller or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Seller; (m) the Seller is not and shall not be involved in the day-to-day or other management of its parent or any of its Affiliates; (n) other than the purchase and sale or pledge of assets satisfaction as provided in this Agreement and related agreements with respect to this transaction and other transactions relating to the purchase of auto loan receivables and the issuance of rated debt or rated certificates of participationSection 11.1, the Seller Trustee shall engage in no other transactions with any of its Affiliates; (o) the Seller shall maintain a separate business office and telephone number from any of its Affiliates; (p) the Seller's financial statements shall reflect its separate legal existence from any of its Affiliates; (q) the Seller shall use separate invoices, stationery and checks from any of its Affiliates; (r) the Seller shall not suffer exercise or permit the credit take such one or assets of Asta Funding or any of its Affiliates to be held out as available for the obligations more of the Seller; (s) aforesaid remedies as the Seller shall enter into transactions with Asta Funding or its affiliates only on commercially reasonable terms; (t) Unanimous Bondholders' Request may direct or, if such Unanimous Bondholders' Request contains no direction, as the Seller shall not incur any indebtedness other than trade payables and expense accruals incurred in its ordinary course of business and any indebtedness contemplated by this Agreement; and (u) the Seller shall not issue any Securities or incur or issue any Obligations under any other pooling and servicing agreement, purchase agreement or otherwise, unless such agreement contains an express provision limiting recourse to the Seller to the assets involved in the transaction to which such agreement relatesTrustee may deem expedient.

Enforcement by Trustee. The Seller hereby acknowledges and agrees that the following covenants and agreements of the Seller shall be enforceable by the Trustee at all times until the Trust is terminated: (a) the Seller shall not engage in any business or activity other than as currently set forth in its Certificate of Incorporation; (b) the Seller shall not 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 (A) the entity (if other than the Seller) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety, shall be he organized and existing under the laws of the United States of America or any State thereof, and shall expressly assume in form satisfactory to the Rating Agency and the Majority Certificateholders, the performance of every covenant on the part of the Seller to be performed or observed pursuant to this Agreement and the Purchase Agreement, (B) immediately after giving effect to such transaction, no default or event of default under this Agreement shall have occurred and be continuing and (C) the Seller shall have delivered to the Rating Agency, each Certificateholder and the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with this Agreement; (c) the Seller shall not dissolve or liquidate, in whole or in part, except (A) as permitted in paragraph (ii) above or (B) with the prior written consent of the Trustee and prior written confirmation from the Rating Agency (a copy of which shall be provided to the Trustee and each Certificateholder by the Seller) that such dissolution or liquidation will have no adverse effect on the rating assigned to the Certificates; (d) the funds and other assets of the Seller shall not be commingled with those of any other corporation, entity or Person, including, but not limited to, the parent or Affiliates of the Seller; (e) the Seller shall not hold itself out as being liable for the debts of any other party, including, but not limited to, the debts of the parent or Affiliates of the Seller; (f) the Seller shall not form, or cause to be formed, or otherwise have, any subsidiaries; (g) the Seller shall act solely in its corporate name and through the duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (h) at all times, except in the case of a temporary vacancy, which shall promptly be filled, the Seller shall have on its board of directors at least one director who qualifies as an "Independent Director" as such term is defined in the Seller's Certificate of Incorporation as originally filed with the Delaware Secretary of State's office; (i) the Seller shall maintain records and books of account of the Seller and shall not commingle such records and books of account with the records and books of account of any Person. The books of the Seller may be kept (subject to any provision contained in the statutes) inside or outside the State of New Jersey at such place or places as may be designated from time to time by the board of directors of the Seller; (j) the board of directors of the Seller shall hold appropriate meetings to authorize all of its corporate actions. Regular meetings of the board of directors of the Seller shall be held not less frequently than one (1) time per annum; (k) meetings of the shareholders of the Seller shall be held not less frequently than one time per annum; (l1) the Seller shall not, without the affirmative unanimous vote of the whole board of directors of the Seller (including at least one director referred to in clause (h) above), institute any proceedings to adjudicate the Seller a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Seller, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Seller or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Seller; (m) the Seller is not and shall not be involved in the day-to-day or other management of its parent or any of its Affiliates; (n) other than the purchase and sale or pledge of assets as provided in this Agreement and related agreements with respect to this transaction and other transactions relating to the purchase of auto loan receivables and the issuance of rated debt or rated certificates of participation, the Seller shall engage in no other transactions with any of its Affiliates; (o) the Seller shall maintain a separate business office and telephone number from any of its Affiliates; (p) the Seller's financial statements shall reflect its separate legal existence from any of its Affiliates; (q) the Seller shall use separate invoices, stationery and checks from any of its Affiliates; (r) the Seller shall not suffer or permit the credit or assets of Asta Funding or any of its Affiliates to be held out as available for the obligations of the Seller; (s) the Seller shall enter into transactions with Asta Funding or its affiliates only on commercially reasonable terms; (t) the Seller shall not incur any indebtedness other than trade payables and expense accruals incurred in its ordinary course of business and any indebtedness contemplated by this Agreement; and (u) the Seller shall not issue any Securities or incur or issue any Obligations under any other pooling and servicing agreement, purchase agreement or otherwise, unless such agreement contains an express provision limiting recourse to the Seller to the assets involved in the transaction to which such agreement relates.