THIS AGREEMENT.
IT HAS AT ALL
TIMES COMPLIED WITH THE CREDIT AND COLLECTION POLICY IN ALL MATERIAL RESPECTS
WITH REGARD TO EACH RECEIVABLE.
(N)
NOT AN INVESTMENT COMPANY OR HOLDING
COMPANY.
IT IS NOT, AND IS NOT CONTROLLED BY, AN "INVESTMENT COMPANY" WITHIN
THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, OR IS EXEMPT FROM ALL
PROVISIONS OF SUCH ACT.
(O)
ERISA.
EACH EMPLOYEE BENEFIT PLAN
SPONSORED, MAINTAINED OR CONTRIBUTED TO BY IT OR ANY ERISA AFFILIATE WHICH PLAN
IS TAX QUALIFIED UNDER SECTION 401(A) OF THE CODE IS IN COMPLIANCE IN ALL
RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND ANY REGULATIONS
AND PUBLISHED INTERPRETATIONS THEREUNDER OR, IF NOT, ANY SUCH NON-COMPLIANCE
DOES NOT HAVE A MATERIAL ADVERSE EFFECT.
NEITHER IT NOR ANY ERISA AFFILIATE HAS
INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY TO THE PENSION BENEFIT
GUARANTY CORPORATION UNDER TITLE IV OF ERISA WITH RESPECT TO ANY PENSION PLAN
(OTHER THAN PREMIUMS DUE AND NOT DELINQUENT UNDER SECTION 4007 OF ERISA) THAT
WOULD HAVE A MATERIAL ADVERSE EFFECT. NEITHER IT NOR ANY ERISA AFFILIATE
SPONSORS, MAINTAINS, MAKES CONTRIBUTIONS TO, IS OBLIGATED TO MAKE CONTRIBUTIONS
TO, OR, DURING THE PRECEDING SIX (6) PLAN YEARS, HAS MADE OR BEEN OBLIGATED TO
MAKE CONTRIBUTIONS TO, A MULTIEMPLOYER PLAN.
7
(P)
BLOCKED ACCOUNTS.
THE NAMES AND ADDRESSES
OF ALL THE BLOCKED ACCOUNT BANKS, TOGETHER WITH THE ACCOUNT NUMBERS OF THE
BLOCKED ACCOUNTS AT SUCH BLOCKED ACCOUNT BANKS, ARE SPECIFIED IN SCHEDULE
4.1(P) (OR AT SUCH OTHER BLOCKED ACCOUNT BANKS AND/OR WITH SUCH OTHER BLOCKED
ACCOUNTS AS HAVE BEEN NOTIFIED TO THE CLASS AGENTS AND THE COLLATERAL AGENT AND
FOR WHICH BLOCKED ACCOUNT AGREEMENTS HAVE BEEN EXECUTED IN ACCORDANCE WITH
SECTION 7.3 OF THE TRANSFER AGREEMENT AND DELIVERED TO THE AGENT).
ALL BLOCKED
ACCOUNTS NOT MAINTAINED AT, AND IN THE NAME OF THE AGENT, ARE SUBJECT TO BLOCKED
ACCOUNT AGREEMENTS.
ALL OBLIGORS HAVE BEEN INSTRUCTED TO MAKE PAYMENT TO A
BLOCKED ACCOUNT AND ONLY COLLECTIONS ARE DEPOSITED INTO THE BLOCKED ACCOUNTS.
(Q)
BULK SALES.
NO TRANSACTION CONTEMPLATED
HEREBY OR BY THE RECEIVABLES PURCHASE AGREEMENT REQUIRES COMPLIANCE WITH ANY
BULK SALES ACT OR SIMILAR LAW.
(R)
REPRESENTATIONS AND WARRANTIES IN OTHER
RELATED DOCUMENTS.
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY IT
CONTAINED IN THE TRANSACTION DOCUMENTS (OTHER THAN THIS AGREEMENT) IS TRUE,
COMPLETE AND CORRECT IN ALL RESPECTS AND IT HEREBY MAKES EACH SUCH
REPRESENTATION AND WARRANTY TO, AND FOR THE BENEFIT OF, THE PURCHASER AS IF THE
SAME WERE SET FORTH IN FULL HEREIN.
(S)
DISCOUNT PURCHASE PERCENTAGE.
THE
THEN-CURRENT DISCOUNT PERCENTAGE REFLECTS A FAIR VALUE DISCOUNT AND REASONABLY
EQUIVALENT VALUE FOR THE RECEIVABLES AND THE RELATED SECURITY, COLLECTIONS AND
PROCEEDS THEREOF.
(T)
ON EACH DATE THAT RECEIVABLES ARE
CONVEYED HEREUNDER, THE ORIGINATOR, BY ACCEPTING THE PROCEEDS OF SUCH
CONVEYANCE, SHALL BE DEEMED TO HAVE CERTIFIED THAT ALL REPRESENTATIONS AND
WARRANTIES DESCRIBED IN THIS SECTION 4.1 ARE TRUE AND CORRECT ON AND AS OF SUCH
DAY AS THOUGH MADE ON AND AS OF SUCH DAY.
THE REPRESENTATIONS