THE SERVICER OR AN AFFILIATE), INFORMATION, EXHIBIT, FINANCIAL STATEMENT,
DOCUMENT, BOOK, RECORD OR REPORT FURNISHED OR TO BE FURNISHED AT ANY TIME BY THE
SERVICER TO THE AGENT, THE INVESTORS OR THE BANKS IN CONNECTION WITH THIS
AGREEMENT IS OR WILL BE ACCURATE IN ALL MATERIAL RESPECTS AS OF ITS DATE OR
(EXCEPT AS OTHERWISE DISCLOSED TO THE AGENT, INVESTORS OR THE BANKS, AS THE CASE
MAY BE, AT SUCH TIME) AS OF THE DATE SO FURNISHED, OR, AS APPLICABLE, AS OF A
DATE CERTAIN SPECIFIED IN SUCH REPORT, AND NO SUCH DOCUMENT CONTAINS OR WILL
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS OR WILL OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(I)
THE SERVICER HAS (I) TIMELY FILED ALL FEDERAL TAX RETURNS
REQUIRED TO BE FILED, (II) TIMELY FILED ALL OTHER MATERIAL STATE AND LOCAL TAX
RETURNS AND (III) PAID OR MADE ADEQUATE PROVISION FOR THE PAYMENT OF ALL TAXES,
ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES (OTHER THAN ANY TAX, ASSESSMENT OR
GOVERNMENTAL CHARGE WHICH IS BEING CONTESTED IN GOOD FAITH AND BY PROPER
41
PROCEEDINGS, AND WITH RESPECT TO WHICH THE OBLIGATION TO PAY SUCH AMOUNT IS
ADEQUATELY RESERVED AGAINST IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES).
SECTION 4.03.
REPRESENTATIONS AND WARRANTIES OF THE PARENT.
THE PARENT
HEREBY REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
FOR PURPOSES OF SECTION 9-307 OF THE UCC AS IN EFFECT IN THE STATE
OF NEW YORK, EACH ORIGINATOR IS LOCATED IN THE JURISDICTION OF ITS RESPECTIVE
ORGANIZATION SET FORTH IN SCHEDULE IV HERETO; AND THE OFFICE IN THE JURISDICTION
OF ORGANIZATION OF EACH ORIGINATOR IN WHICH A FINANCING STATEMENT IS REQUIRED TO
BE FILED IN ORDER TO PERFECT THE SECURITY INTEREST GRANTED BY SUCH ORIGINATOR
(OTHER THAN THE PARENT) UNDER THE INITIAL PURCHASE AGREEMENT AND THE PARENT
UNDER THE SECONDARY PURCHASE AGREEMENT IS SET FORTH IN SCHEDULE IV HERETO.
THE
PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF EACH ORIGINATOR AND
THE OFFICE WHERE EACH ORIGINATOR KEEPS ITS RECORDS CONCERNING THE ORIGINATOR
RECEIVABLES ARE LOCATED (AND HAVE BEEN LOCATED FOR THE FIVE YEARS PRIOR TO THE
DATE OF THIS AGREEMENT) AT THE ADDRESS OR ADDRESSES SET FORTH IN SCHEDULE IV
HERETO.
NO ORIGINATOR HAS CHANGED ITS NAME DURING THE FIVE YEARS PRIOR TO THE
DATE OF THIS AGREEMENT, EXCEPT AS SET FORTH IN SCHEDULE IV HERETO.
(B)
ON THE DATE OF EACH PURCHASE OR REINVESTMENT, (I) PARENT SHALL
HAVE SOLD OR CONTRIBUTED TO SELLER ALL RECEIVABLES OWNED BY PARENT, WHETHER
GENERATED BY PARENT OR ACQUIRED BY PARENT FROM ANOTHER ORIGINATOR PURSUANT TO
THE INITIAL PURCHASE AGREEMENT, AND (II) EACH ORIGINATOR SHALL HAVE SOLD TO
PARENT ALL RECEIVABLES OWNED BY SUCH ORIGINATOR.
(C)
WITH RESPECT TO EACH POOL RECEIVABLE PURCHASED BY SELLER FROM
PARENT OR ACQUIRED BY SELLER FROM PARENT AS A CONTRIBUTION TO THE CAPITAL OF THE
SELLER, IN EACH CASE, PURSUANT TO THE SECONDARY PURCHASE AGREEMENT, THE