ANY APPLICABLE
JURISDICTIONS NECESSARY TO PERFECT THE TRUST'S SECURITY INTEREST IN THE
RECEIVABLES AND (II) SUCH AS HAVE BEEN MADE OR OBTAINED AND ARE IN FULL FORCE
AND EFFECT; PROVIDED, THAT IT MAKES NO REPRESENTATION OR WARRANTY AS TO WHETHER
ANY ACTION, CONSENT, OR APPROVAL OF, REGISTRATION OR FILING WITH OR ANY OTHER
ACTION BY ANY GOVERNMENTAL AUTHORITY IS OR WILL BE REQUIRED IN CONNECTION WITH
THE DISTRIBUTION OF THE CERTIFICATES AND INTERESTS.
(E)
LITIGATION: COMPLIANCE WITH LAWS.
(I)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS AT LAW OR IN EQUITY OR
BY OR BEFORE ANY GOVERNMENTAL AUTHORITY NOW PENDING OR, TO ITS KNOWLEDGE,
THREATENED AGAINST IT OR AFFECTING IT OR ANY OF ITS PROPERTIES, REVENUES OR
RIGHTS (I) IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THE TRANSACTION
DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREUNDER, (II)
WHICH COULD REASONABLY BE EXPECTED TO MATERIALLY AFFECT ADVERSELY THE INCOME TAX
OR FRANCHISE TAX ATTRIBUTES OF THE TRUST UNDER THE UNITED STATES FEDERAL OR ANY
STATE OR FRANCHISE TAX SYSTEMS OR (III) FOR WHICH THERE EXISTS A REASONABLE
LIKELIHOOD OF AN OUTCOME THAT WOULD RESULT IN A MATERIAL ADVERSE EFFECT WITH
RESPECT TO IT;
10
(II)
IT IS NOT IN DEFAULT WITH RESPECT TO ANY JUDGMENT, WRIT,
INJUNCTION, DECREE OR ORDER OF ANY GOVERNMENTAL AUTHORITY, WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT WITH RESPECT TO IT; AND
(III)
IT HAS COMPLIED WITH ALL APPLICABLE PROVISIONS OF ITS
ORGANIZATIONAL OR GOVERNING DOCUMENTS AND ANY OTHER REQUIREMENTS OF LAW WITH
RESPECT TO IT, ITS BUSINESS AND PROPERTIES AND THE PARTICIPATION ASSETS.
(F)
AGREEMENTS.
(I)
IT HAS NO CONTRACTUAL OBLIGATIONS OTHER THAN (A) THE TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY AND THE OTHER CONTRACTUAL ARRANGEMENTS
PERMITTED THEREBY OR CONTEMPLATED THEREUNDER AND (B) ANY OTHER AGREEMENTS OR
INSTRUMENTS THAT IT IS NOT PROHIBITED FROM ENTERING INTO BY SECTION 2.08(F) AND
THAT, IN THE AGGREGATE, NEITHER CONTAIN PAYMENT OBLIGATIONS OR OTHER LIABILITIES
ON THE PART OF IT IN EXCESS OF $100,000 NOR WOULD UPON DEFAULT RESULT IN A
MATERIAL ADVERSE EFFECT. OTHER THAN THE RESTRICTIONS CREATED BY THE TRANSACTION
DOCUMENTS, IT IS NOT SUBJECT TO ANY LIMITED LIABILITY COMPANY RESTRICTION THAT
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT WITH RESPECT TO
IT; AND
(II)
IT IS NOT IN DEFAULT IN ANY MATERIAL RESPECT UNDER ANY PROVISION
OF ANY TRANSACTION DOCUMENT OR ANY OTHER MATERIAL CONTRACTUAL OBLIGATION TO
WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES OR ASSETS ARE OR MAY
BE BOUND.
(G)
FEDERAL RESERVE REGULATIONS.
(I)
IT IS NOT ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF BUYING OR
CARRYING MARGIN STOCK; AND
(II)
NO PART OF THE PROCEEDS FROM THE ISSUANCE OF ANY INVESTOR
CERTIFICATES WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, AND WHETHER
IMMEDIATELY, INCIDENTALLY OR ULTIMATELY, FOR ANY PURPOSE THAT ENTAILS A
VIOLATION OF, OR THAT IS INCONSISTENT WITH, THE PROVISIONS OF THE REGULATIONS