THREATENED ACTION, INVESTIGATION OR
PROCEEDING AFFECTING THE SELLER BEFORE ANY COURT, GOVERNMENTAL AGENCY OR
ARBITRATOR WHICH MAY MATERIALLY
38
ADVERSELY AFFECT THE FINANCIAL CONDITION OR OPERATIONS OF THE SELLER OR THE
ABILITY OF THE SELLER TO PERFORM ITS OBLIGATIONS UNDER THE TRANSACTION
DOCUMENTS, OR WHICH PURPORTS TO AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY
OF ANY TRANSACTION DOCUMENTS.
(G)
NO PROCEEDS OF ANY PURCHASE OR REINVESTMENT WILL BE USED (I) TO
ACQUIRE ANY EQUITY SECURITY OF A CLASS WHICH IS REGISTERED PURSUANT TO SECTION
12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR (II) FOR THE PURPOSE, WHETHER
IMMEDIATE, INCIDENTAL OR ULTIMATE, OF BUYING OR CARRYING ANY "MARGIN STOCK"
WITHIN THE MEANING OF REGULATION U ISSUED BY THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM OF THE UNITED STATES.
(H)
IMMEDIATELY PRIOR TO THE PURCHASE BY THE INVESTOR OR THE BANKS, AS
THE CASE MAY BE, THE SELLER IS THE LEGAL AND BENEFICIAL OWNER OF THE POOL
RECEIVABLES AND RELATED SECURITY FREE AND CLEAR OF ANY ADVERSE CLAIM; THE
INVESTORS OR THE BANKS, AS THE CASE MAY BE, SHALL ACQUIRE ON THE EFFECTIVE DATE
AND THEREAFTER SHALL CONTINUE TO HAVE A VALID AND PERFECTED FIRST PRIORITY
SECURITY INTEREST IN EACH POOL RECEIVABLE THEN EXISTING OR THEREAFTER ARISING
AND IN THE RELATED SECURITY AND COLLECTIONS WITH RESPECT THERETO.
NO EFFECTIVE
FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR IN EFFECT COVERING ANY CONTRACT
OR ANY POOL RECEIVABLE OR THE RELATED SECURITY OR COLLECTIONS WITH RESPECT
THERETO IS ON FILE IN ANY RECORDING OFFICE, EXCEPT THOSE FILED IN FAVOR OF THE
AGENT RELATING TO THIS AGREEMENT, THOSE FILED BY THE SELLER PURSUANT TO THE
SECONDARY PURCHASE AGREEMENT, AND THOSE FILED BY THE PARENT PURSUANT TO THE
INITIAL PURCHASE AGREEMENT.
EACH RECEIVABLE CHARACTERIZED IN ANY SERVICER
REPORT OR OTHER WRITTEN STATEMENT MADE BY OR ON BEHALF OF THE SELLER AS AN
ELIGIBLE RECEIVABLE OR AS INCLUDED IN THE NET RECEIVABLES POOL BALANCE IS, AS OF
THE DATE OF SUCH SERVICER REPORT OR OTHER STATEMENT, AN ELIGIBLE RECEIVABLE OR
PROPERLY INCLUDED IN THE NET RECEIVABLES POOL BALANCE.
(I)
EACH SERVICER REPORT (IF PREPARED BY THE SELLER OR ONE OF ITS
AFFILIATES, OR TO THE EXTENT THAT INFORMATION CONTAINED THEREIN IS SUPPLIED BY
THE SELLER OR AN AFFILIATE), INFORMATION, EXHIBIT, FINANCIAL STATEMENT,
DOCUMENT, BOOK, RECORD OR REPORT FURNISHED OR TO BE FURNISHED AT ANY TIME BY OR
ON BEHALF OF THE SELLER TO THE AGENT, THE INVESTORS OR THE BANKS IN CONNECTION
WITH THIS AGREEMENT IS OR WILL BE ACCURATE IN ALL MATERIAL RESPECTS AS OF ITS
DATE OR (EXCEPT AS OTHERWISE DISCLOSED TO THE AGENT, INVESTORS OR THE BANKS, AS
THE CASE MAY BE, AT SUCH TIME) AS OF THE DATE SO FURNISHED, OR, AS APPLICABLE,
AS OF A DATE CERTAIN SPECIFIED IN SUCH REPORT, AND NO SUCH DOCUMENT CONTAINS OR
WILL CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS OR WILL OMIT TO
STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES