OF ANY SUCH ENTITY, (VII) HAS
NOT, EXCEPT AS OTHERWISE EXPRESSLY ACKNOWLEDGED UNDER THE FACILITY DOCUMENTS,
PERMITTED THE COMMINGLING OR POOLING OF ITS FUNDS OR OTHER ASSETS WITH THE
ASSETS OF THE ORIGINATOR OR ANY OTHER AFFILIATE, (VIII) HAS SEPARATE DEPOSIT AND
OTHER BANK ACCOUNTS TO WHICH NEITHER THE ORIGINATOR NOR ANY OTHER AFFILIATE HAS
ANY ACCESS AND DOES NOT AT ANY TIME POOL ANY OF ITS FUNDS WITH THOSE OF THE
ORIGINATOR OR ANY SUCH AFFILIATE, (IX) MAINTAINS FINANCIAL RECORDS WHICH ARE
SEPARATE FROM THOSE OF THE ORIGINATOR AND EACH OTHER AFFILIATE OF THE
ORIGINATOR, (X) COMPENSATES ALL EMPLOYEES, CONSULTANTS AND AGENTS, OR REIMBURSES
THE ORIGINATOR, FROM THE SELLER'S OWN FUNDS, FOR SERVICES PROVIDED TO THE SELLER
BY SUCH EMPLOYEES, CONSULTANTS AND AGENTS, (XI) HAS AGREED WITH THE ORIGINATOR
TO ALLOCATE AMONG THEMSELVES SHARED CORPORATE OPERATING SERVICES AND EXPENSES
WHICH ARE NOT REFLECTED IN THE SERVICING FEE (INCLUDING, WITHOUT LIMITATION, THE
SERVICES OF SHARED EMPLOYEES, CONSULTANTS AND AGENTS AND REASONABLE LEGAL AND
AUDITING EXPENSES) ON THE BASIS OF ACTUAL USE OR THE VALUE OF SERVICES RENDERED,
AND OTHERWISE ON A BASIS REASONABLY RELATED TO ACTUAL USE OR THE VALUE OF
SERVICES RENDERED, (XII) PAYS DIRECTLY FOR ITS OWN ACCOUNT FOR ACCOUNTING AND
PAYROLL SERVICES, RENT, LEASE AND OTHER EXPENSES AND DOES NOT HAVE SUCH
OPERATING EXPENSES PAID BY THE ORIGINATOR OR ANY OTHER AFFILIATE OF THE
ORIGINATOR, (XIII) CONDUCTS ALL OF ITS BUSINESS (WHETHER IN WRITING OR ORALLY)
SOLELY IN ITS OWN NAME, (XIV) IS NOT, DIRECTLY OR INDIRECTLY, NAMED AS A DIRECT
OR CONTINGENT BENEFICIARY OR LOSS PAYEE ON ANY INSURANCE POLICY COVERING THE
PROPERTY OF THE ORIGINATOR OR ANY OTHER AFFILIATE OF THE ORIGINATOR AND HAS
ENTERED INTO NO AGREEMENT TO BE NAMED AS SUCH A BENEFICIARY OR PAYEE, (XV)
ACKNOWLEDGES THAT THE PURCHASERS, THE MANAGING AGENTS, THE COLLATERAL AGENT, THE
INSURER AND THE LIQUIDITY BANKS ARE ENTERING INTO THE TRANSACTIONS CONTEMPLATED
BY THIS RECEIVABLES PURCHASE AGREEMENT AND THE OTHER FACILITY DOCUMENTS IN
RELIANCE ON THE SELLER'S IDENTITY AS A SEPARATE LEGAL ENTITY FROM THE ORIGINATOR
AND EACH OTHER AFFILIATE OF THE ORIGINATOR, AND (XVI) PRACTICES AND ADHERES TO
ORGANIZATIONAL FORMALITIES SUCH AS COMPLYING WITH ITS LIMITED LIABILITY COMPANY
AGREEMENT, INCLUDING THE HOLDING OF MEETINGS OF MEMBERS AND/OR MANAGERS TO THE
EXTENT PROVIDED THEREIN.
(O)
SUBSIDIARIES.
THE SELLER HAS NO
SUBSIDIARIES AND DOES NOT OWN OR HOLD, DIRECTLY OR INDIRECTLY, ANY CAPITAL
STOCK, MEMBERSHIP INTEREST OR EQUITY SECURITY OF, OR ANY EQUITY INTEREST IN, ANY
PERSON.
17
(P)
FACILITY DOCUMENTS.
THE SALE AGREEMENT IS
THE ONLY AGREEMENT PURSUANT TO WHICH THE SELLER PURCHASES RECEIVABLES OR OTHER
TRANSFERRED ASSETS.
THE SELLER HAS FURNISHED TO EACH MANAGING AGENT AND ING
TRUE, CORRECT AND COMPLETE COPIES OF EACH FACILITY DOCUMENT TO WHICH THE SELLER
IS A PARTY, EACH OF WHICH IS IN FULL FORCE AND EFFECT.
NEITHER THE SELLER NOR
ANY AFFILIATE THEREOF IS IN DEFAULT OF ANY OF ITS OBLIGATIONS THEREUNDER IN ANY
MATERIAL RESPECT.
UPON THE PURCHASE OF EACH RECEIVABLE PURSUANT TO THE SALE
AGREEMENT, THE SELLER