SERVICES AGREEMENT, ON THE BASIS OF ACTUAL USE TO
THE EXTENT PRACTICABLE AND, TO THE EXTENT SUCH ALLOCATION IS NOT PRACTICABLE, ON
A BASIS REASONABLY RELATED TO ACTUAL USE OR THE VALUE OF SERVICES RENDERED;
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREUNDER, UNDER THE OTHER RELATED
DOCUMENTS AND UNDER THE BORROWER'S ORGANIZATIONAL DOCUMENTS, NO MEMBER OF THE
PARENT GROUP (A) PAYS THE BORROWER'S EXPENSES, (B) GUARANTEES THE BORROWER'S
OBLIGATIONS, OR (C) ADVANCES FUNDS TO THE BORROWER FOR THE PAYMENT OF EXPENSES
OR OTHERWISE;
(V)
OTHER THAN THE PURCHASE AND ACCEPTANCE THROUGH CAPITAL
CONTRIBUTION OF TRANSFERRED RECEIVABLES PURSUANT TO THE SALE AGREEMENT, THE
ACCEPTANCE OF SUBORDINATED LOANS THEREIN, THE PAYMENT OF DISTRIBUTIONS AND THE
RETURN OF CAPITAL TO THE MEMBER, THE SERVICING ARRANGEMENTS WITH THE SERVICER
UNDER THE SALE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED UNDER THE
ADMINISTRATIVE SERVICES AGREEMENT, THE BORROWER ENGAGES AND HAS ENGAGED IN NO
INTERCORPORATE TRANSACTIONS WITH ANY MEMBER OF THE PARENT GROUP;
(VI)
THE BORROWER MAINTAINS RECORDS AND BOOKS OF ACCOUNT SEPARATE FROM
THAT OF EACH MEMBER OF THE PARENT GROUP, HOLDS REGULAR MEETINGS OF ITS BOARD OF
DIRECTORS AND OTHERWISE OBSERVES LIMITED LIABILITY COMPANY FORMALITIES;
(VII)
(A) THE FINANCIAL STATEMENTS (OTHER THAN CONSOLIDATED FINANCIAL
STATEMENTS) AND BOOKS AND RECORDS OF THE BORROWER AND EACH MEMBER OF THE PARENT
GROUP REFLECT THE SEPARATE EXISTENCE OF THE BORROWER AND (B) THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE PARENT GROUP SHALL CONTAIN DISCLOSURE TO THE EFFECT
THAT THE BORROWER'S ASSETS ARE NOT AVAILABLE TO THE CREDITORS OF ANY MEMBER OF
THE PARENT GROUP;
(VIII)
(A) THE BORROWER MAINTAINS ITS ASSETS SEPARATELY FROM THE ASSETS
OF EACH MEMBER OF THE PARENT GROUP (INCLUDING THROUGH THE MAINTENANCE OF
SEPARATE BANK ACCOUNTS AND EXCEPT FOR ANY RECORDS TO THE EXTENT NECESSARY TO
ASSIST THE SERVICER IN CONNECTION WITH THE SERVICING OF THE TRANSFERRED
RECEIVABLES), (B) THE BORROWER'S FUNDS (INCLUDING ALL MONEY, CHECKS AND OTHER
CASH PROCEEDS) AND ASSETS, AND RECORDS RELATING THERETO, HAVE NOT BEEN AND ARE
NOT COMMINGLED WITH THOSE OF ANY MEMBER OF THE PARENT GROUP AND (C) THE SEPARATE
CREDITORS OF THE BORROWER WILL BE ENTITLED, ON THE WINDING-UP OF THE BORROWER,
TO BE SATISFIED OUT OF THE BORROWER'S ASSETS PRIOR TO ANY VALUE IN THE BORROWER
BECOMING AVAILABLE TO THE MEMBER;
23
(IX)
ALL BUSINESS CORRESPONDENCE AND OTHER COMMUNICATIONS OF THE
BORROWER ARE CONDUCTED IN THE BORROWER'S OWN NAME, ON ITS OWN STATIONERY AND
THROUGH A SEPARATELY-LISTED TELEPHONE NUMBER;
(X)
THE BORROWER HAS AND SHALL MAINTAIN SEPARATE OFFICE SPACE FROM
THE OFFICES OF ANY MEMBER OF THE PARENT GROUP AND IDENTIFY SUCH OFFICE BY A SIGN
IN ITS OWN NAME;
(XI)
THE BORROWER SHALL RESPOND TO ANY INQUIRIES WITH RESPECT TO
OWNERSHIP OF A TRANSFERRED RECEIVABLE BY STATING THAT IT IS THE OWNER OF SUCH
TRANSFERRED RECEIVABLE, AND THAT SUCH TRANSFERRED RECEIVABLE IS PLEDGED TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS;
(XII)
THE BORROWER PRESENTS ITSELF TO THE PUBLIC AS A LEGAL ENTITY
SEPARATE FROM EACH SUCH MEMBER AND INDEPENDENTLY ENGAGED IN THE BUSINESS OF
PURCHASING