BUSINESS.
THE CHIEF PLACE OF BUSINESS AND CHIEF
EXECUTIVE OFFICE OF CUSTOMER IS LOCATED AT THE ADDRESS OF CUSTOMER SET FORTH ON
THE SIGNATURE PAGE OF THIS AGREEMENT; AND THE OFFICES WHERE CUSTOMER KEEPS ALL
OF ITS RECORDS ARE LOCATED AT THE ADDRESS(ES) LISTED ON SCHEDULE 3.1(K) ANNEXED
HERETO OR SUCH OTHER LOCATIONS OF WHICH BUYER HAS BEEN GIVEN NOTICE IN
ACCORDANCE WITH SECTION 2.8 IN JURISDICTIONS WHERE ALL ACTION REQUIRED BY
SECTION 2.8 HAS BEEN TAKEN AND COMPLETED.
(L)
ACCOUNT BANKS AND PAYMENT INSTRUCTIONS.
THE NAMES AND ADDRESSES
OF ALL BANKS WITH THE ACCOUNT NUMBERS OF THE ACCOUNTS AT THE BANKS INTO WHICH
COLLECTIONS ARE TO BE PAID ARE ACCURATELY LISTED ON SCHEDULE 3.1(L) ANNEXED
HERETO.
CUSTOMER HAS INSTRUCTED ALL OBLIGORS TO SUBMIT ALL PAYMENTS ON THE
RECEIVABLES AND RELATED SECURITY DIRECTLY TO THE COLLECTION ACCOUNT.
(M)
GOOD TITLE.
CUSTOMER AND ITS SUBSIDIARIES HAVE GOOD, SUFFICIENT
AND LEGAL TITLE TO ALL OF THEIR RESPECTIVE PROPERTIES AND ASSETS REFLECTED IN
THE MOST RECENT FINANCIAL
39
STATEMENTS DELIVERED TO BUYER, EXCEPT FOR ASSETS DISPOSED OF SINCE THE DATE OF
SUCH FINANCIAL STATEMENTS IN THE ORDINARY COURSE OF BUSINESS.
EXCEPT AS
PERMITTED BY SECTION 5.2(A), ALL SUCH PROPERTIES AND ASSETS ARE FREE AND CLEAR
OF LIENS.
(N)
NAMES.
AS OF THE DATE HEREOF AND EXCEPT AS SET FORTH ON
SCHEDULE 3.1(N), THE LEGAL NAMES OF CUSTOMER ARE THE ONLY NAMES USED BY SUCH
PERSON.
CUSTOMER HAS NOT USED ANY CORPORATE NAMES, TRADE NAMES OR ASSUMED
NAMES, EXCEPT AS DISCLOSED ON SCHEDULE 3.1(N), AND WILL NOT USE ANY SUCH NAMES
WITHOUT FIRST GIVING WRITTEN NOTICE THEREOF TO BUYER AND CUSTODIAN.
(O)
ELIGIBLE RECEIVABLES.
EACH RECEIVABLE INCLUDED IN THE NET
RECEIVABLES BALANCE AS AN ELIGIBLE RECEIVABLE ON THE DATE OF ANY PURCHASE OR ANY
INVESTMENT OF PRINCIPAL SHALL IN FACT BE AN ELIGIBLE RECEIVABLE ON AND AS OF
SUCH DATE OF PURCHASE OR INVESTMENT OF PRINCIPAL.
(P)
SERVICING PROGRAMS.
NO LICENSE OR APPROVAL IS REQUIRED FOR
CUSTOMER'S, BUYER'S OR ANY PURCHASER REPRESENTATIVE'S USE OF ANY PROGRAM OR
OTHER PROPERTY USED BY SERVICER IN THE SERVICING OF THE WAREHOUSE ASSETS, OTHER
THAN THOSE WHICH HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT.
(Q)
LOAN ORIGINATION GUIDELINES.
CUSTOMER HAS COMPLIED, AND WILL
COMPLY, IN ALL MATERIAL RESPECTS WITH THE FRANCHISE LOAN ORIGINATION GUIDELINES
OR MORTGAGE LOAN ORIGINATION GUIDELINES, AS APPLICABLE, IN REGARD TO EACH
RECEIVABLE AND RELATED CONTRACT.
(R)
NO MATERIAL ADVERSE CHANGE.
SINCE DECEMBER 31, 2003, NO EVENT OR
CHANGE HAS OCCURRED THAT HAS CAUSED OR EVIDENCES, EITHER IN ANY CASE OR IN THE
AGGREGATE, A MATERIAL ADVERSE CHANGE.
EXCEPT AS EXPRESSLY PERMITTED PURSUANT TO
SECTION 5.2(H), NEITHER CUSTOMER NOR ANY OF ITS SUBSIDIARIES HAS DIRECTLY OR
INDIRECTLY DECLARED, ORDERED, PAID OR MADE, OR SET APART ANY SUM OR PROPERTY
FOR, ANY RESTRICTED JUNIOR PAYMENT OR AGREED TO DO SO.
(S)
PAYMENT OF TAXES.
ALL TAX RETURNS AND REPORTS OF CUSTOMER AND ITS
SUBSIDIARIES REQUIRED TO BE FILED BY ANY OF THEM HAVE BEEN TIMELY FILED, AND ALL
TAXES SHOWN ON SUCH