IN THE UNITED STATES.
(G)
THE RECEIVABLE ARISES UNDER A CONTRACT IN SUBSTANTIALLY THE FORM
OF ONE OF THE FORM CONTRACTS SET FORTH ON EXHIBIT B ANNEXED HERETO; THE
APPLICABLE CONTRACT DOCUMENTS AND ASSIGNMENTS THEREOF TO BUYER (OR IN BLANK)
EVIDENCING OR SECURING THE APPLICABLE RECEIVABLE ARE SUBSTANTIALLY IN THE FORM
OF THE DOCUMENTS PROVIDED TO BUYER PURSUANT TO SCHEDULE 2.2-1 OR IN THE
ALTERNATIVE, CUSTOMER HAS PROVIDED BUYER WITH MACHINE-GENERATED COMPARISONS OF
SUCH DOCUMENTS AGAINST THE DRAFT DOCUMENTS PROVIDED TO BUYER, WITH SUCH CHANGES
REASONABLY APPROVED BY BUYER; SUCH CONTRACT AND SUCH RECEIVABLE AND THE RELATED
RECEIVABLE DELIVERY DOCUMENTS ARE IN FULL FORCE AND EFFECT AND CONSTITUTE THE
LEGAL, VALID AND BINDING OBLIGATIONS OF THE OBLIGOR ENFORCEABLE AGAINST SUCH
OBLIGOR IN ACCORDANCE WITH THEIR RESPECTIVE TERMS SUBJECT TO NO OFFSET,
COUNTERCLAIM OR OTHER DEFENSE, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS RELATING TO OR LIMITING
CREDITOR'S RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES RELATING TO
ENFORCEABILITY.
(H)
THE RECEIVABLE ARISES UNDER A CONTRACT WHICH (I) DOES NOT REQUIRE
THE OBLIGOR UNDER SUCH CONTRACT TO CONSENT TO THE TRANSFER, SALE OR ASSIGNMENT
OF THE RIGHTS AND DUTIES
11
OF CUSTOMER UNDER SUCH CONTRACT AND (II) DOES NOT CONTAIN A CONFIDENTIALITY
PROVISION THAT PURPORTS TO RESTRICT THE ABILITY OF BUYER OR ITS SUCCESSORS OR
ASSIGNS TO EXERCISE RIGHTS UNDER THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THEIR RIGHT TO REVIEW SUCH CONTRACT.
(I)
THE RECEIVABLE IS LEGALLY AND BENEFICIALLY OWNED BY CUSTOMER,
FREE AND CLEAR OF ANY ADVERSE CLAIM, EXCEPT AS CREATED OR PERMITTED HEREUNDER,
AND ANY ASSIGNMENT OF SUCH RECEIVABLE BY CUSTOMER OR ITS TRANSFEREES IS NOT
PROHIBITED BY THE APPLICABLE CONTRACT OR ANY RELATED SECURITY WITH RESPECT
THERETO.
(J)
THE RECEIVABLE TOGETHER WITH THE CONTRACT RELATED THERETO, DOES
NOT CONTRAVENE ANY LAWS, RULES OR REGULATIONS APPLICABLE THERETO (INCLUDING,
WITHOUT LIMITATION, LAWS, RULES AND REGULATIONS RELATING TO TRUTH IN LENDING,
FAIR CREDIT BILLING, FAIR CREDIT REPORTING, EQUAL CREDIT OPPORTUNITY, FAIR DEBT
COLLECTION PRACTICES, PRIVACY, USURY AND OTHER CONSUMER LAWS) AND WITH RESPECT
TO WHICH NO PART OF THE CONTRACT RELATED THERETO IS IN VIOLATION OF ANY SUCH
LAW, RULE OR REGULATION.
(K)
THE RECEIVABLE WAS GENERATED IN THE ORDINARY COURSE OF CUSTOMER'S
BUSINESS.
(L)
THE RECEIVABLE ARISES UNDER A CONTRACT THE TERMS OF WHICH CALL
FOR MONTHLY AND NO MORE THAN 240 INSTALLMENT PAYMENTS. WHERE THE RECEIVABLE IS A
FIXED RATE OBLIGATION PURSUANT TO THE MORTGAGE LOAN ORIGINATION GUIDELINES, THE
TERMS OF THE CONTRACT CALL FOR LEVEL PAY INSTALLMENT PAYMENTS, EXCEPT FOR THE
FIRST INSTALLMENT AND THE FINAL INSTALLMENT, EACH OF WHICH MAY BE LESS BUT NOT
MORE THAN THE OTHER MONTHLY PAYMENTS. THE RECEIVABLE HAS A FIRST INSTALLMENT DUE
DATE NO LATER THAN THE NEXT SUCCEEDING CUT-OFF DATE UNLESS THE FIRST INSTALLMENT
IS PREPAID, IN WHICH CASE THE NEXT INSTALLMENT HAS A DUE DATE NO LATER THAN THE
SECOND CUT-OFF DATE FOLLOWING THE DATE ON WHICH THE RECEIVABLE IS MADE. EACH
PAYMENT IS DUE ON THE SAME DAY OF THE