THE AVERAGE ORIGINAL TERMS OF THE
CONTRACTS INCLUDED IN SUCH PURCHASE DOES NOT EXCEED 5.0 YEARS.
(XI)
AS OF THE PURCHASE DATE THEREOF, THE EXCESS OF (I) THE AVERAGE IMPLICIT
INTEREST RATES BEING CHARGED TO OBLIGORS IN RESPECT OF THE RECEIVABLES THEN
BEING PURCHASED OVER (II) THE DISCOUNT RATE APPLICABLE TO SUCH RECEIVABLES,
SHALL NOT BE GREATER THAN EIGHT PERCENT (8.0%).
(S)
OTHER INDEBTEDNESS.
THE SELLER IS NOT IN DEFAULT UNDER ANY MATERIAL
INDENTURE, LOAN OR CREDIT AGREEMENT WITH RESPECT TO ANY INDEBTEDNESS, THE EFFECT
OF WHICH IS TO CAUSE, OR WHICH WOULD, WITH THE GIVING OF NOTICE OF THE LAPSE OF
TIME OR BOTH, PERMIT THE HOLDER OR HOLDERS THEREOF TO CAUSE, SUCH INDEBTEDNESS
TO BECOME DUE PRIOR TO ITS STATED MATURITY.
(T)
INVESTMENT COMPANY.
THE SELLER IS NOT AN "INVESTMENT COMPANY" OR A COMPANY
CONTROLLED BY AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940.
(U)
ERISA.
NEITHER THE SELLER NOR ANY OF ITS ERISA AFFILIATES MAINTAINS,
CONTRIBUTES TO OR HAS ANY OBLIGATION TO CONTRIBUTE TO ANY PLAN WHICH COULD
REASONABLY BE EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY
ADVERSELY AFFECT THE ABILITY OF THE SELLER TO PERFORM ITS OBLIGATIONS UNDER THIS
SALE AGREEMENT OR ANY OTHER FACILITY DOCUMENT TO WHICH IT IS A PARTY OR WHICH
COULD EXPOSE THE BUYER TO ANY MATERIAL LIABILITY UNDER ERISA.
NO ACCUMULATED OR
WAIVED FUNDING DEFICIENCY (AS DEFINED IN SECTION 302(A)(2) OF ERISA OR SECTION
412(A) OF THE INTERNAL REVENUE CODE) EXISTS WITH RESPECT TO ANY BENEFIT PLAN,
AND THE SELLER HAS NOT FAILED TO SATISFY THE MINIMUM FUNDING REQUIREMENTS UNDER
ERISA OR THE INTERNAL REVENUE CODE WITH RESPECT TO ANY BENEFIT PLAN.
NEITHER
THE SELLER NOR ANY OF ITS ERISA AFFILIATES HAS INCURRED ANY LIABILITY TO OR ON
ACCOUNT OF A BENEFIT PLAN OR MULTIEMPLOYER PLAN PURSUANT TO SECTION 515, 4062,
4063, 4064, 4201 OR 4204 OF ERISA OR EXPECTS TO INCUR ANY LIABILITY UNDER ANY OF
THE FOREGOING SECTIONS ON ACCOUNT OF THE TERMINATION OF PARTICIPATION IN OR
CONTRIBUTIONS TO ANY SUCH PLAN OR MULTIEMPLOYER PLAN.
13
(V)
SELECTION OF RECEIVABLES.
EACH RECEIVABLE HAS BEEN RANDOMLY SELECTED FROM
THE ORIGINATOR'S PORTFOLIO OF RECEIVABLES IN ACCORDANCE WITH ITS NORMAL
STANDARDS AND PROCEDURES USED FOR ALL OF ITS STANDARD SECURITIZATION
TRANSACTIONS AND NO SELECTION PROCEDURES ADVERSE TO TRIPLE-A HAVE BEEN EMPLOYED
IN SUCH SELECTIONS.
(W)
HISTORIC LOSS DATA.
ATTACHED HERETO AS A PART OF EXHIBIT D IS A SUMMARY OF
HISTORICAL STATIC LOSS DATA OF THE ORIGINATOR SUFFERED AS A RESULT OF
CHARGE-OFFS OF THE ORIGINATOR'S RECEIVABLES, WHICH SUMMARY IS TRUE AND ACCURATE
WITH RESPECT TO THE PERIODS DESCRIBED THEREIN AND DOES NOT OMIT ANY INFORMATION
NECESSARY TO MAKE SUCH SUMMARY NOT MISLEADING.
ARTICLE V
GENERAL COVENANTS OF THE SELLER
SECTION 5.01.
AFFIRMATIVE COVENANTS OF THE SELLER.
FROM THE DATE HEREOF UNTIL
THE LATER OF THE TERMINATION DATE OR THE COLLECTION DATE, THE SELLER WILL,
UNLESS THE BUYER SHALL OTHERWISE CONSENT IN WRITING:
(A)
COMPLIANCE WITH LAWS, ETC.
COMPLY IN ALL MATERIAL RESPECTS WITH ALL