WITH THE ACCOUNT NUMBERS OF THE ACCOUNTS OF
THE ORIGINATORS OR THE SELLER AT SUCH LOCK-BOX BANKS, ARE SPECIFIED IN
SCHEDULE 6.1(O) (OR HAVE BEEN NOTIFIED TO AND APPROVED BY THE ADMINISTRATIVE
AGENT, ON THE PURCHASERS' BEHALF, IN ACCORDANCE WITH SECTION 7.3(D)).
(P)
ELIGIBLE RECEIVABLES.
EACH RECEIVABLE
INCLUDED IN THE NET POOL BALANCE AS AN ELIGIBLE RECEIVABLE ON THE DATE OF ANY
PURCHASE, REINVESTMENT OR COMPUTATION OF NET POOL BALANCE SHALL BE AN ELIGIBLE
RECEIVABLE ON SUCH DATE.
(Q)
SERVICING PROGRAMS.
NO LICENSE OR APPROVAL
IS REQUIRED FOR THE ADMINISTRATIVE AGENT'S USE OF ANY PROGRAM USED BY THE
SERVICERS IN THE SERVICING OF THE RECEIVABLES, OTHER THAN THOSE WHICH HAVE BEEN
OBTAINED AND ARE IN FULL FORCE AND EFFECT.
(R)
PERFECTION.
(I)
THIS AGREEMENT CREATES A VALID AND
CONTINUING SECURITY INTEREST (AS DEFINED IN THE UCC) IN THE COLLATERAL IN FAVOR
OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
22
SECURED PARTIES, WHICH SECURITY INTEREST IS PRIOR TO ALL OTHER LIENS AND IS
ENFORCEABLE AS SUCH AS AGAINST CREDITORS AND PURCHASERS FROM THE SELLER.
(II)
THERE HAVE BEEN DULY FILED ALL FINANCING
STATEMENTS OR OTHER SIMILAR INSTRUMENTS OR DOCUMENTS NECESSARY UNDER THE UCC (OR
ANY COMPARABLE LAW) OF ALL APPROPRIATE JURISDICTIONS TO PERFECT (A) THE SELLER'S
OWNERSHIP INTEREST IN EACH RECEIVABLE, ITS COLLECTIONS AND THE RELATED ASSETS
AND (B) THE ADMINISTRATIVE AGENT'S (ON BEHALF OF THE SECURED PARTIES) SECURITY
INTEREST IN THE COLLATERAL.
(III)
OTHER THAN THE SECURITY INTEREST GRANTED TO
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT TO THIS
AGREEMENT, THE SELLER HAS NOT PLEDGED, ASSIGNED, SOLD, GRANTED A SECURITY
INTEREST IN, OR OTHERWISE CONVEYED ANY OF THE COLLATERAL.
(IV)
THE SELLER'S JURISDICTION OF ORGANIZATION IS A
JURISDICTION WHOSE LAW GENERALLY REQUIRES INFORMATION CONCERNING THE EXISTENCE
OF A NONPOSSESSORY SECURITY INTEREST TO BE MADE GENERALLY AVAILABLE IN A FILING,
RECORD OR REGISTRATION SYSTEM AS A CONDITION OR RESULT OF SUCH A SECURITY
INTEREST'S OBTAINING PRIORITY OVER THE RIGHTS OF A LIEN CREDITOR WHICH RESPECT
TO COLLATERAL.
(V)
THE SELLER HAS NOT AUTHORIZED THE FILING OF
AND IS NOT AWARE OF ANY FINANCING STATEMENTS AGAINST THE SELLER THAT INCLUDE A
DESCRIPTION OF COLLATERAL COVERING THE COLLATERAL OTHER THAN ANY FINANCING
STATEMENT RELATING TO THE SECURITY INTEREST GRANTED TO ADMINISTRATIVE AGENT FOR
THE BENEFIT OF THE SECURED PARTIES HEREUNDER OR THAT HAS BEEN TERMINATED.
THE
SELLER IS NOT AWARE OF ANY JUDGMENT OR TAX LIEN FILINGS AGAINST THE SELLER.
(S)
COMPLIANCE WITH CREDIT AND COLLECTION
POLICY.
WITH RESPECT TO EACH POOL RECEIVABLE, EACH SELLER PARTY HAS COMPLIED IN
ALL MATERIAL RESPECTS WITH THE CREDIT AND COLLECTION POLICY.
(T)
NAMES.
IN THE PAST FIVE (5) YEARS, THE
SELLER HAS NOT USED ANY CORPORATE NAMES, TRADE NAMES OR ASSUMED NAMES OTHER THAN
THE NAME IN WHICH IT HAS EXECUTED THIS AGREEMENT.
(U)
OWNERSHIP OF THE SELLER.
COLLECTIVELY, THE
ORIGINATORS OWN, DIRECTLY OR INDIRECTLY, 100% OF THE ISSUED AND OUTSTANDING
CAPITAL STOCK OF THE SELLER, FREE AND CLEAR OF ANY LIEN OTHER THAN THE LIEN
GRANTED IN FAVOR OF THE