ADDRESS SET FORTH UNDER SUCH SELLER'S
SIGNATURE HERETO, AND HAS BEEN LOCATED AT SUCH ADDRESS SINCE SIX MONTHS PRIOR TO
THE FIRST ISSUANCE DATE AND (II) ANY OTHER LOCATION IN WHICH SUCH SELLER KEEPS
(OR HAS KEPT DURING THE PAST FOUR MONTHS) RECORDS RELATED TO THE RECEIVABLES OR
RELATED ASSETS (AND ALL ORIGINAL DOCUMENTS RELATING THERETO) IS SPECIFIED IN
SCHEDULE 3 (OR IN THE CASE OF EACH OF CLAUSE (I) AND CLAUSE (II), AT SUCH OTHER
LOCATIONS, NOTIFIED TO THE INITIAL COLLECTION AGENT AND THE AGENT IN ACCORDANCE
WITH SECTION 6.1(F), IN JURISDICTIONS WHERE ALL ACTION REQUIRED PURSUANT TO
SECTION 7.3 HAS BEEN TAKEN AND COMPLETED).
(O)
ACCOUNT BANKS AND PAYMENT INSTRUCTIONS.
THE NAMES AND ADDRESSES
OF ALL THE BANKS, TOGETHER WITH THE ACCOUNT NUMBERS OF THE ACCOUNTS AT SUCH
BANKS (AND ALL RELATED LOCKBOXES AND POST OFFICE BOXES), INTO WHICH COLLECTIONS
ARE PAID AS OF THE FIRST ISSUANCE DATE HAVE BEEN ACCURATELY IDENTIFIED TO BUYER,
THE PURCHASERS, THE PURCHASER AGENTS AND THE AGENT. SUCH SELLER HAS INSTRUCTED
ALL OBLIGORS TO SUBMIT ALL PAYMENTS ON THE RECEIVABLES AND RELATED ASSETS
DIRECTLY TO ONE OF THE LOCKBOXES OR LOCKBOX ACCOUNTS. THE LOCKBOX AGREEMENTS TO
WHICH SUCH SELLER IS A PARTY CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS
OF THE PARTIES THERETO IN ACCORDANCE WITH THEIR RESPECTIVE TERMS SUBJECT TO
APPLICABLE BANKRUPTCY, REORGANIZATION, INSOLVENCY, MORATORIUM AND OTHER LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND GENERAL EQUITABLE PRINCIPLES. THE
SELLER HAS DELIVERED A COPY OF ALL LOCKBOX AGREEMENTS TO THE AGENT. THE SELLER
HAS NOT GRANTED ANY INTEREST IN ANY LOCKBOX OR LOCKBOX ACCOUNT TO ANY PERSON
OTHER THAN THE AGENT AND, UPON DELIVERY TO ANY LOCKBOX BANK OF THE RELATED
LOCKBOX LETTER, THE AGENT WILL HAVE EXCLUSIVE OWNERSHIP AND CONTROL OF THE
LOCKBOX ACCOUNT AT SUCH LOCKBOX BANK.
(P)
COMPLIANCE WITH APPLICABLE LAWS. SUCH SELLER IS IN COMPLIANCE WITH
THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ALL
GOVERNMENTAL AUTHORITIES (FEDERAL, STATE, LOCAL OR FOREIGN, AND INCLUDING
ENVIRONMENTAL LAWS), A VIOLATION OF ANY OF WHICH, INDIVIDUALLY OR IN THE
AGGREGATE FOR ALL SUCH VIOLATIONS, WOULD HAVE A SUBSTANTIAL LIKELIHOOD OF HAVING
A MATERIAL ADVERSE EFFECT.
(Q)
LEGAL NAMES.
EXCEPT AS SET FORTH IN SCHEDULE 4, DURING THE FIVE
YEARS PRIOR TO THE EFFECTIVE DATE, (I) SUCH SELLER HAS NOT BEEN KNOWN BY ANY
LEGAL NAME OTHER THAN ITS CORPORATE
14
NAME AS OF THE DATE HEREOF (WHICH CORPORATE NAME IS SET FORTH ON ITS SIGNATURE
PAGE HERETO), EXCEPT TO THE EXTENT PERMITTED OTHERWISE PURSUANT TO
SECTION 6.3(E), AND (II) SUCH SELLER HAS NOT BEEN THE SUBJECT OF ANY MERGER OR
OTHER CORPORATE REORGANIZATION THAT RESULTED IN A CHANGE OF NAME, IDENTITY OR
CORPORATE STRUCTURE. SUCH SELLER USES NO TRADE NAMES OTHER THAN ITS ACTUAL
CORPORATE NAME, AND THE TRADE NAMES SET FORTH IN SCHEDULE 4.
(R)
INVESTMENT COMPANY ACT.
NEITHER SUCH SELLER NOR ANY OF SUCH
SELLER'S SUBSIDIARIES IS AN "INVESTMENT COMPANY", OR CONTROLLED BY AN
"INVESTMENT COMPANY", REGISTERED OR REQUIRED TO BE REGISTERED UNDER THE
INVESTMENT COMPANY ACT