(III)
IT HAS COMPLIED WITH ALL APPLICABLE
PROVISIONS OF ITS ORGANIZATIONAL OR GOVERNING DOCUMENTS AND ANY OTHER
REQUIREMENTS OF LAW WITH RESPECT TO IT, ITS BUSINESS AND PROPERTIES AND THE
COLLATERAL.
(F)
AGREEMENTS
(I)
IT HAS NO CONTRACTUAL OBLIGATIONS OTHER
THAN (A) THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND THE OTHER
CONTRACTUAL ARRANGEMENTS PERMITTED THEREBY OR CONTEMPLATED THEREUNDER AND
(B) ANY OTHER AGREEMENTS OR INSTRUMENTS THAT IT IS NOT PROHIBITED FROM ENTERING
INTO BY SECTION 26.3(F) AND THAT, IN THE AGGREGATE, NEITHER CONTAIN PAYMENT
OBLIGATIONS OR OTHER LIABILITIES ON THE PART OF IT IN EXCESS OF $100,000 NOR
WOULD UPON DEFAULT RESULT IN A MATERIAL ADVERSE EFFECT. OTHER THAN THE
RESTRICTIONS CREATED BY THE TRANSACTION DOCUMENTS, IT IS NOT SUBJECT TO ANY
LIMITED LIABILITY COMPANY RESTRICTION THAT COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT WITH RESPECT TO IT; AND
(II)
IT IS NOT IN DEFAULT IN ANY MATERIAL
RESPECT UNDER ANY PROVISION OF ANY TRANSACTION DOCUMENT OR ANY OTHER MATERIAL
CONTRACTUAL OBLIGATION TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTIES OR ASSETS ARE OR MAY BE BOUND.
44
(G)
FEDERAL RESERVE REGULATIONS
(I)
IT IS NOT ENGAGED PRINCIPALLY, OR AS ONE
OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE
OF BUYING OR CARRYING MARGIN STOCK; AND
(II)
NO PART OF THE PROCEEDS FROM THE ISSUANCE
OF ANY INVESTOR CERTIFICATES WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, AND
WHETHER IMMEDIATELY, INCIDENTALLY OR ULTIMATELY, FOR ANY PURPOSE THAT ENTAILS A
VIOLATION OF, OR THAT IS INCONSISTENT WITH, THE PROVISIONS OF THE REGULATIONS OF
THE BOARD, INCLUDING REGULATION T, REGULATION U OR REGULATION X.
(H)
INVESTMENT COMPANY ACT. IT IS NOT AN
"INVESTMENT COMPANY" AS DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE 1940 ACT
NOR IS IT "CONTROLLED" BY A COMPANY DEFINED AS AN "INVESTMENT COMPANY" OR
SUBJECT TO REGULATION UNDER THE 1940 ACT.
(I)
NO TERMINATION EVENT. NO TERMINATION
EVENT OR POTENTIAL TERMINATION EVENT HAS OCCURRED AND IS CONTINUING.
(J)
TAX CLASSIFICATION. NEITHER THE COMPANY
NOR ANY MEMBER OF THE COMPANY HAS ELECTED OR TAKEN ANY ACTION THAT WOULD CAUSE
THE COMPANY TO BE CLASSIFIED AS A PARTNERSHIP OR CORPORATION FOR U.S. TAX
PURPOSES.
(K)
TAX RETURNS. IT HAS FILED OR CAUSED TO BE
FILED ALL MATERIAL TAX RETURNS AND HAS PAID OR CAUSED TO BE PAID OR MADE
ADEQUATE PROVISION FOR ALL TAXES DUE AND PAYABLE BY IT AND ALL ASSESSMENTS
RECEIVED BY IT EXCEPT TO THE EXTENT THAT ANY FAILURE TO FILE OR NONPAYMENT
(I) IS BEING CONTESTED IN GOOD FAITH OR (II) COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT WITH RESPECT TO IT.
(L)
LOCATION OF RECORDS. THE OFFICES AT WHICH
THE COMPANY KEEPS ITS RECORDS CONCERNING THE RECEIVABLES EITHER (X) ARE LOCATED
AT THE ADDRESS SET FORTH ON SCHEDULE 7 HERETO AND AT THE ADDRESSES SET FORTH FOR
THE RELEVANT ORIGINATOR ON SCHEDULE 2 OF THE RELATED ORIGINATION AGREEMENT OR
(Y) THE COMPANY