ARE DEPOSITED INTO THE
BLOCKED ACCOUNTS.
(R)
BULK SALES.
IN THE CASE OF THE SPV, NO TRANSACTION CONTEMPLATED
HEREBY OR BY THE SECOND TIER AGREEMENT REQUIRES COMPLIANCE WITH ANY BULK SALES
ACT OR SIMILAR LAW.
(S)
TRANSFERS UNDER SECOND TIER AGREEMENT.
IN THE CASE OF THE SPV,
EACH RECEIVABLE HAS BEEN PURCHASED BY IT FROM, OR CONTRIBUTED TO IT BY, THE
RECEIVABLES SELLER PURSUANT TO, AND IN ACCORDANCE WITH, THE TERMS OF THE SECOND
TIER AGREEMENT.
(T)
PREFERENCE; VOIDABILITY.
IN THE CASE OF THE SPV, IT SHALL HAVE
GIVEN REASONABLY EQUIVALENT VALUE TO THE RELATED ORIGINATOR IN CONSIDERATION FOR
THE TRANSFER TO IT OF THE AFFECTED ASSETS FROM SUCH ORIGINATOR, AND EACH SUCH
TRANSFER SHALL NOT HAVE BEEN MADE FOR OR ON ACCOUNT OF AN ANTECEDENT DEBT OWED
BY SUCH ORIGINATOR TO IT AND NO SUCH TRANSFER IS OR MAY BE VOIDABLE UNDER ANY
SECTION OF THE BANKRUPTCY CODE.
(U)
NONCONSOLIDATION.
THE SPV IS OPERATED IN SUCH A MANNER THAT THE
SEPARATE CORPORATE EXISTENCE OF THE SPV, ON THE ONE HAND, AND EACH ORIGINATOR OR
ANY AFFILIATE THEREOF, ON THE OTHER, WOULD NOT BE DISREGARDED IN THE EVENT OF
THE BANKRUPTCY OR INSOLVENCY OF SUCH ORIGINATOR OR ANY AFFILIATE THEREOF AND,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(I)
THE SPV IS A LIMITED PURPOSE CORPORATION WHOSE ACTIVITIES ARE
RESTRICTED IN ITS OPERATING AGREEMENT TO ACTIVITIES RELATED TO PURCHASING OR
OTHERWISE ACQUIRING RECEIVABLES (INCLUDING THE RECEIVABLES) AND RELATED ASSETS
AND RIGHTS AND CONDUCTING ANY RELATED OR INCIDENTAL BUSINESS OR ACTIVITIES IT
DEEMS NECESSARY OR APPROPRIATE TO CARRY OUT ITS PRIMARY PURPOSE, INCLUDING
ENTERING INTO AGREEMENTS LIKE THE TRANSACTION DOCUMENTS;
(II)
THE SPV HAS NOT ENGAGED, AND DOES NOT PRESENTLY ENGAGE, IN ANY
ACTIVITY OTHER THAN THOSE ACTIVITIES EXPRESSLY PERMITTED HEREUNDER AND UNDER THE
OTHER TRANSACTION DOCUMENTS, NOR HAS THE SPV ENTERED INTO ANY AGREEMENT OTHER
THAN THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, AND
WITH THE PRIOR WRITTEN CONSENT OF THE INVESTORS AND THE AGENT, ANY OTHER
AGREEMENT NECESSARY TO CARRY OUT MORE EFFECTIVELY THE PROVISIONS AND PURPOSES
HEREOF OR THEREOF;
(III)
(A) THE SPV MAINTAINS ITS OWN DEPOSIT ACCOUNT OR ACCOUNTS,
SEPARATE FROM THOSE OF ANY OF ITS AFFILIATES, WITH COMMERCIAL BANKING
INSTITUTIONS, (B) THE FUNDS OF THE SPV ARE NOT AND HAVE NOT BEEN DIVERTED TO ANY
OTHER PERSON OR FOR OTHER THAN THE CORPORATE USE OF THE SPV AND (C) EXCEPT AS
MAY BE EXPRESSLY PERMITTED BY THIS
32
AGREEMENT, THE FUNDS OF THE SPV ARE NOT AND HAVE NOT BEEN COMMINGLED WITH THOSE
OF ANY OF ITS AFFILIATES;
(IV)
TO THE EXTENT THAT THE SPV CONTRACTS OR DOES BUSINESS WITH VENDORS
OR SERVICE PROVIDERS WHERE THE GOODS AND SERVICES PROVIDED ARE PARTIALLY FOR THE
BENEFIT OF ANY OTHER PERSON, THE COSTS INCURRED IN SO DOING ARE FAIRLY ALLOCATED
TO OR AMONG THE SPV AND SUCH ENTITIES FOR WHOSE BENEFIT THE GOODS AND SERVICES
ARE PROVIDED, AND EACH OF THE SPV AND EACH SUCH ENTITY BEARS ITS FAIR SHARE OF
SUCH