BY THE SELLER OTHER THAN TO FUND A PURCHASE OF
TRANSFERRED ASSETS FROM THE ORIGINATOR EXCEPT THAT THE SELLER MAY NET FROM THE
PURCHASE PRICE PAID TO THE ORIGINATOR REASONABLE AND NECESSARY AMOUNTS FOR THE
FUNDING OF ITS OPERATING EXPENSES.
(G)
VALID TITLE AND PERFECTED INTEREST.
EACH
RECEIVABLE, TOGETHER WITH THE CONTRACT RELATED THERETO, IS OWNED BY THE SELLER
FREE AND CLEAR OF ANY ADVERSE CLAIM EXCEPT AS PROVIDED HEREIN AND, UPON THE
MAKING OF EACH RECEIVABLES PURCHASE, THE PURCHASERS SHALL ACQUIRE A VALID AND
PERFECTED FIRST PRIORITY UNDIVIDED PERCENTAGE OWNERSHIP INTEREST, TO THE EXTENT
OF THE PURCHASED ASSETS, IN EACH PURCHASED RECEIVABLE THEN EXISTING OR
THEREAFTER ARISING AND IN THE RELATED SECURITY AND COLLECTIONS WITH RESPECT
THERETO, IN EACH CASE FREE AND CLEAR OF ANY ADVERSE CLAIM EXCEPT AS PROVIDED
HEREUNDER OR UNDER ANY LIQUIDITY AGREEMENT, AND NO EFFECTIVE FINANCING STATEMENT
OR OTHER INSTRUMENT SIMILAR IN EFFECT COVERING ANY PURCHASED RECEIVABLE OR THE
RELATED SECURITY OR COLLECTIONS WITH RESPECT THERETO SHALL AT ANY TIME BE FILED
EXCEPT IN FAVOR OF THE COLLATERAL AGENT IN ACCORDANCE WITH THIS RECEIVABLES
PURCHASE AGREEMENT.
15
(H)
ACCURACY OF INFORMATION.
ALL CERTIFICATES,
REPORTS, FINANCIAL STATEMENTS AND SIMILAR WRITINGS FURNISHED BY OR ON BEHALF OF
THE SELLER TO ANY AGENT OR ANY PURCHASER AT ANY TIME PURSUANT TO ANY REQUIREMENT
OF, OR IN RESPONSE TO ANY WRITTEN REQUEST OF ANY SUCH PARTY UNDER, THIS
RECEIVABLES PURCHASE AGREEMENT OR ANY OTHER FACILITY DOCUMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY, HAVE BEEN, AND ALL SUCH CERTIFICATES, REPORTS,
FINANCIAL STATEMENTS AND SIMILAR WRITINGS HEREAFTER FURNISHED BY THE SELLER TO
SUCH PARTIES WILL BE, TRUE AND ACCURATE IN EVERY RESPECT MATERIAL TO THE
TRANSACTIONS CONTEMPLATED HEREBY ON THE DATE AS OF WHICH ANY SUCH CERTIFICATE,
REPORT, FINANCIAL STATEMENT OR SIMILAR WRITING WAS OR WILL BE DELIVERED, AND
SHALL NOT OMIT TO STATE ANY MATERIAL FACTS OR ANY FACTS NECESSARY TO MAKE THE
STATEMENTS CONTAINED THEREIN NOT MATERIALLY MISLEADING.
(I)
GOVERNMENTAL REGULATIONS.
THE SELLER IS
NOT AN "INVESTMENT COMPANY" OR A COMPANY CONTROLLED BY AN "INVESTMENT COMPANY"
REGISTERED OR REQUIRED TO BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED, OR OTHERWISE SUBJECT TO ANY OTHER FEDERAL OR STATE STATUTE OR
REGULATION LIMITING ITS ABILITY TO INCUR INDEBTEDNESS.
(J)
MARGIN REGULATIONS.
THE SELLER IS NOT
ENGAGED, PRINCIPALLY OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF
EXTENDING CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING" ANY "MARGIN
STOCK" (AS EACH OF THE QUOTED TERMS IS DEFINED OR USED IN REGULATION T, U OR X
PROMULGATED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
NO PART
OF THE PROCEEDS OF ANY RECEIVABLES PURCHASE HAS BEEN USED FOR SO PURCHASING OR
CARRYING MARGIN STOCK OR FOR ANY PURPOSE WHICH VIOLATES, OR WHICH WOULD BE
INCONSISTENT WITH, THE PROVISIONS OF ANY SUCH REGULATION T, U OR X.
(K)
LOCATION OF CHIEF EXECUTIVE OFFICE AND
RECORDS.
THE CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF THE SELLER
ARE LOCATED AT THE ADDRESS REFERRED TO IN