ACTION, SUITS.
IT IS NOT IN VIOLATION OF
ANY ORDER OF ANY OFFICIAL BODY OR ARBITRATOR, EXCEPT WHERE SUCH VIOLATION WOULD
NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS SET
FORTH ON SCHEDULE 4.1(G), THERE ARE NO ACTIONS, SUITS, LITIGATION OR PROCEEDINGS
PENDING, OR TO ITS KNOWLEDGE, THREATENED, AGAINST OR AFFECTING IT OR ANY OF ITS
AFFILIATES OR THEIR RESPECTIVE PROPERTIES, IN OR BEFORE ANY OFFICIAL BODY OR
ARBITRATOR, WHICH MAY, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT ON THE ORIGINATOR.
(H)
USE OF PROCEEDS.
NO PROCEEDS OF ANY SALE
HEREUNDER WILL BE USED BY IT (I) TO ACQUIRE ANY SECURITY IN ANY TRANSACTION
WHICH IS SUBJECT TO SECTION 13 OR 14 OF THE SECURITIES EXCHANGE ACT OF 1934,
(II) TO ACQUIRE ANY EQUITY SECURITY OF A CLASS WHICH IS REGISTERED PURSUANT TO
SECTION 12 OF SUCH ACT OR (III) FOR ANY OTHER PURPOSE THAT VIOLATES APPLICABLE
LAW, INCLUDING REGULATIONS U OR X OF THE FEDERAL RESERVE BOARD.
6
(I)
NAME, JURISDICTION OF FORMATION, TYPE OF
ENTITY, PRINCIPAL PLACE OF BUSINESS; CHIEF EXECUTIVE OFFICE; LOCATION OF
RECORDS.
ITS NAME (AS INDICATED ON THE PUBLIC RECORD OF ITS JURISDICTION OF
FORMATION), JURISDICTION OF FORMATION, TYPE OF ENTITY, PRINCIPAL PLACE OF
BUSINESS (CURRENTLY AND FOR THE FIVE (5) YEAR PERIOD ENDING ON THE CLOSING
DATE), CHIEF EXECUTIVE OFFICE (CURRENTLY AND FOR THE FIVE (5) YEAR PERIOD ENDING
ON THE CLOSING DATE) AND THE OFFICES WHERE IT KEEPS ALL ITS RECORDS, ARE SET
FORTH ON SCHEDULE 4.1(I).
(J)
SUBSIDIARIES; TRADENAMES, ETC.
AS OF
THE CLOSING DATE: (I) IT HAS ONLY THE SUBSIDIARIES AND DIVISIONS LISTED ON
SCHEDULE 4.1(J); AND (II) IT HAS, WITHIN THE LAST FIVE (5) YEARS, OPERATED ONLY
UNDER THE TRADENAMES IDENTIFIED IN SCHEDULE 4.1(J), AND, WITHIN THE LAST FIVE
(5) YEARS, HAS NOT CHANGED ITS NAME, MERGED WITH OR INTO OR CONSOLIDATED WITH
ANY OTHER PERSON OR BEEN THE SUBJECT OF ANY PROCEEDING UNDER THE BANKRUPTCY
CODE, EXCEPT AS DISCLOSED IN SCHEDULE 4.1(J).
SCHEDULE 4.1(J) ALSO LISTS THE
CORRECT FEDERAL EMPLOYER IDENTIFICATION NUMBER OF THE ORIGINATOR.
(K)
GOOD TITLE.
UPON EACH SALE, ASSIGNMENT AND
TRANSFER OF RECEIVABLES AND THE RELATED SECURITY, COLLECTIONS AND THE PROCEEDS
THEREOF BY THE ORIGINATOR TO THE PURCHASER HEREUNDER, THE PURCHASER SHALL
ACQUIRE A VALID AND ENFORCEABLE PERFECTED FIRST PRIORITY OWNERSHIP INTEREST IN
EACH RECEIVABLE AND THE RELATED SECURITY, COLLECTIONS AND THE PROCEEDS THEREOF
THAT EXIST ON THE DATE OF SUCH TRANSFER, WITH RESPECT THERETO, FREE AND CLEAR OF
ANY ADVERSE CLAIM.
(L)
NATURE OF RECEIVABLES.
EACH RECEIVABLE
(I) REPRESENTED BY IT TO BE AN ELIGIBLE RECEIVABLE IN ANY SERVICER REPORT OR
OTHER REPORT DELIVERED PURSUANT TO SECTION 2.8 OF THE TRANSFER AGREEMENT OR
(II) INCLUDED IN THE CALCULATION OF THE NET POOL BALANCE, IN EITHER CASE,
SATISFIED ON THE DATE OF PURCHASE HEREUNDER, THE DEFINITION OF "ELIGIBLE
RECEIVABLE" SET FORTH HEREIN.
(M)
CREDIT AND COLLECTION POLICY.
SINCE
FEBRUARY 2, 2009, THERE HAVE BEEN NO MATERIAL CHANGES IN THE CREDIT AND
COLLECTION POLICY OTHER THAN IN ACCORDANCE WITH