OF
THE BOARD, INCLUDING REGULATION U OR REGULATION X.
(H)
INVESTMENT COMPANY ACT. IT IS NOT AN "INVESTMENT COMPANY" AS
DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE 1940 ACT NOR IS IT "CONTROLLED"
BY A COMPANY DEFINED AS AN "INVESTMENT COMPANY" OR SUBJECT TO REGULATION UNDER
THE 1940 ACT.
(I)
NO EARLY AMORTIZATION EVENT. NO EARLY AMORTIZATION EVENT OR
POTENTIAL EARLY AMORTIZATION EVENT HAS OCCURRED AND IS CONTINUING.
(J)
TAX CLASSIFICATION. NEITHER THE COMPANY NOR ANY MEMBER OF THE
COMPANY HAS ELECTED OR TAKEN ANY ACTION THAT WOULD CAUSE THE COMPANY TO BE
CLASSIFIED AS A PARTNERSHIP OR CORPORATION FOR U.S. TAX PURPOSES.
11
(K)
TAX RETURNS. IT HAS FILED OR CAUSED TO BE FILED ALL MATERIAL TAX
RETURNS AND HAS PAID OR CAUSED TO BE PAID OR MADE ADEQUATE PROVISION FOR ALL
TAXES DUE AND PAYABLE BY IT AND ALL ASSESSMENTS RECEIVED BY IT EXCEPT TO THE
EXTENT THAT ANY FAILURE TO FILE OR NONPAYMENT (I) IS BEING CONTESTED IN GOOD
FAITH OR (II) COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT WITH RESPECT TO IT.
(L)
LOCATION OF RECORDS. THE OFFICES AT WHICH THE COMPANY KEEPS ITS
RECORDS CONCERNING THE RECEIVABLES EITHER (X) ARE LOCATED AT THE ADDRESS SET
FORTH ON SCHEDULE 2 HERETO AND AT THE ADDRESSES SET FORTH FOR THE RELEVANT
ORIGINATOR ON SCHEDULE 2 OF THE RELATED ORIGINATION AGREEMENT OR (Y) THE COMPANY
HAS NOTIFIED THE TRUSTEE OF THE LOCATION THEREOF IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 2.08(I).
(M)
SOLVENCY. NO INSOLVENCY EVENT WITH RESPECT TO IT HAS OCCURRED AND
THE GRANTING OF SECURITY INTERESTS IN THE PARTICIPATION ASSETS BY IT TO THE
TRUST HAS NOT BEEN MADE IN CONTEMPLATION OF THE OCCURRENCE THEREOF. BOTH PRIOR
TO AND AFTER GIVING EFFECT TO THE TRANSACTIONS OCCURRING ON EACH ISSUANCE DATE,
(I) THE FAIR VALUE OF ITS ASSETS AT A FAIR VALUATION WILL EXCEED ITS DEBTS AND
LIABILITIES, SUBORDINATED, CONTINGENT OR OTHERWISE; (II) THE PRESENT FAIR
SALABLE VALUE OF ITS PROPERTY WILL BE GREATER THAN THE AMOUNT THAT WILL BE
REQUIRED TO PAY ITS PROBABLE LIABILITY ON ITS DEBTS AND OTHER LIABILITIES,
SUBORDINATED, CONTINGENT OR OTHERWISE, AS SUCH DEBTS AND LIABILITIES BECOME
ABSOLUTE AND MATURED; (III) IT WILL BE ABLE TO PAY ITS DEBTS AND LIABILITIES,
SUBORDINATED, CONTINGENT OR OTHERWISE, AS SUCH DEBTS AND LIABILITIES BECOME
ABSOLUTE AND MATURED; AND (IV) IT WILL NOT HAVE UNREASONABLY SMALL CAPITAL WITH
WHICH TO CONDUCT THE BUSINESS IN WHICH IT IS ENGAGED AS SUCH BUSINESS IS NOW
CONDUCTED AND IS PROPOSED TO BE CONDUCTED. FOR ALL PURPOSES OF CLAUSES (I)
THROUGH (IV) ABOVE, THE AMOUNT OF CONTINGENT LIABILITIES AT ANY TIME SHALL BE
COMPUTED AS THE AMOUNT THAT, IN THE LIGHT OF ALL THE FACTS AND CIRCUMSTANCES
EXISTING AT SUCH TIME, REPRESENTS THE AMOUNT THAT CAN REASONABLY BE EXPECTED TO
BECOME AN ACTUAL OR MATURED LIABILITY. IT DOES NOT INTEND TO, NOR DOES IT
BELIEVE THAT IT WILL, INCUR DEBTS BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY
MATURE, TAKING INTO ACCOUNT