OTHER
RELATED DOCUMENT OR ANY AGREEMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH
(WITHOUT REGARD TO ANY QUALIFICATIONS CONCERNING THE OCCURRENCE OR
NON-OCCURRENCE OF A MATERIAL ADVERSE EFFECT (OTHER THAN A QUALIFIER WITH RESPECT
TO THE FINANCIAL CONDITION OF AN ORIGINATOR) OR SIMILAR CONCEPTS OF
MATERIALITY), ANY APPLICABLE LAW, RULE OR REGULATION WITH RESPECT TO ANY
TRANSFERRED RECEIVABLE OR THE CONTRACT THEREFOR, OR THE NONCONFORMITY OF ANY
TRANSFERRED RECEIVABLE OR THE CONTRACT THEREFOR WITH ANY SUCH APPLICABLE LAW,
RULE OR REGULATION;
(III)
THE FAILURE TO VEST AND MAINTAIN VESTED IN
BUYER, OR TO TRANSFER TO BUYER, VALID AND PROPERLY PERFECTED TITLE TO AND SOLE
RECORD AND BENEFICIAL OWNERSHIP OF THE RECEIVABLES THAT CONSTITUTE TRANSFERRED
RECEIVABLES, TOGETHER WITH ALL COLLECTIONS IN RESPECT THEREOF, FREE AND CLEAR OF
ANY ADVERSE CLAIM;
(IV)
ANY DISPUTE, CLAIM, OFFSET OR DEFENSE OF ANY
OBLIGOR (OTHER THAN ITS DISCHARGE IN BANKRUPTCY) TO THE PAYMENT OF ANY
RECEIVABLE THAT IS THE SUBJECT OF A TRANSFER HEREUNDER (INCLUDING A DEFENSE
BASED ON SUCH RECEIVABLE OR THE CONTRACT THEREFOR NOT BEING A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH OBLIGOR ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS (OTHER THAN AS A RESULT OF A DISCHARGE IN BANKRUPTCY), OR ANY OTHER CLAIM
RESULTING FROM THE SALE OF THE MERCHANDISE OR SERVICES GIVING RISE TO SUCH
RECEIVABLE OR THE FURNISHING OR FAILURE TO FURNISH SUCH MERCHANDISE OR SERVICES
OR RELATING TO COLLECTION ACTIVITIES WITH RESPECT TO SUCH RECEIVABLE (IF SUCH
COLLECTION ACTIVITIES WERE PERFORMED BY ANY ORIGINATOR OR ANY AFFILIATE THEREOF
ACTING AS THE SERVICER OR A SUB-SERVICER);
(V)
ANY PRODUCTS LIABILITY CLAIM OR OTHER CLAIM
ARISING OUT OF OR IN CONNECTION WITH MERCHANDISE, INSURANCE OR SERVICES THAT IS
THE SUBJECT OF ANY CONTRACT;
(VI)
THE COMMINGLING OF COLLECTIONS WITH RESPECT TO
TRANSFERRED RECEIVABLES BY ANY ORIGINATOR AT ANY TIME WITH ITS OTHER FUNDS OR
THE FUNDS OF ANY OTHER PERSON EXCEPT AS REQUIRED PURSUANT TO SECTION 7.03
HEREOF;
23
(VII)
ANY FAILURE BY SUCH ORIGINATOR TO CAUSE THE FILING OF, OR ANY
DELAY IN FILING, FINANCING STATEMENTS OR OTHER SIMILAR INSTRUMENTS OR DOCUMENTS
UNDER THE UCC OF ANY APPLICABLE JURISDICTION OR ANY OTHER APPLICABLE LAWS WITH
RESPECT TO ANY RECEIVABLE THAT IS THE SUBJECT OF A TRANSFER HEREUNDER TO THE
EXTENT THAT SUCH FILING IS NECESSARY TO MAINTAIN THE PERFECTION AND PRIORITY OF
THE BUYER IN SUCH RECEIVABLE, WHETHER AT THE TIME OF ANY SUCH TRANSFER OR AT ANY
SUBSEQUENT TIME;
(VIII)
ANY INVESTIGATION, LITIGATION OR PROCEEDING RELATED TO THIS
AGREEMENT OR THE USE OF THE SALE PRICE OBTAINED IN CONNECTION WITH ANY SALE OR
THE OWNERSHIP OF RECEIVABLES OR COLLECTIONS WITH RESPECT THERETO OR IN RESPECT
OF ANY RECEIVABLE OR CONTRACT;
(IX)
ANY CLAIM BROUGHT BY ANY PERSON OTHER THAN A BUYER INDEMNIFIED
PERSON ARISING FROM ANY ACTIVITY BY SUCH ORIGINATOR OR ANY OF ITS AFFILIATES IN
SERVICING, ADMINISTERING OR COLLECTING ANY TRANSFERRED RECEIVABLES;
(X)
ANY FAILURE OF (X) A COLLECTION ACCOUNT BANK TO COMPLY WITH THE
TERMS OF THE APPLICABLE COLLECTION ACCOUNT AGREEMENT, (Y) THE CONCENTRATION
ACCOUNT