SERVICER MAINTAINS DEPOSIT ACCOUNTS ESTABLISHED FOR THE
RECEIPT OF COLLECTIONS ON RECEIVABLES, INCLUDING ANY COLLECTION ACCOUNTS, AND
SUCH SCHEDULE CORRECTLY IDENTIFIES THE NAME, ADDRESS AND TELEPHONE NUMBER OF
EACH DEPOSITORY, THE NAME IN WHICH THE ACCOUNT IS HELD, A DESCRIPTION OF THE
PURPOSE OF THE ACCOUNT, AND THE COMPLETE ACCOUNT NUMBER THEREFOR.
(P)
NONAPPLICABILITY OF BULK SALES LAWS.
NO
TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER RELATED DOCUMENTS
REQUIRES COMPLIANCE WITH ANY BULK SALES ACT OR SIMILAR LAW.
(Q)
INVESTMENT COMPANY ACT EXEMPTIONS.
EACH
PURCHASE OF TRANSFERRED RECEIVABLES UNDER THIS AGREEMENT CONSTITUTES A PURCHASE
OR OTHER ACQUISITION OF NOTES, DRAFTS, ACCEPTANCES, OPEN ACCOUNTS RECEIVABLE OR
OTHER OBLIGATIONS REPRESENTING PART OR ALL OF THE SALES PRICE OF MERCHANDISE,
INSURANCE OR SERVICES WITHIN THE MEANING OF SECTION 3(C)(5) OF THE INVESTMENT
COMPANY ACT.
(R)
GOVERNMENT REGULATION.
NO TRANSACTION
PARTY IS SUBJECT TO REGULATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, THE FEDERAL POWER ACT, OR ANY OTHER FEDERAL OR STATE STATUTE THAT
RESTRICTS OR LIMITS ITS ABILITY TO INCUR DEBT OR TO PERFORM ITS OBLIGATIONS
HEREUNDER OR UNDER ANY OTHER RELATED DOCUMENT.
THE PURCHASE OR ACQUISITION OF
THE TRANSFERRED RECEIVABLES BY BUYER HEREUNDER, THE APPLICATION OF THE SALE
PRICE THEREFOR AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER RELATED DOCUMENTS WILL NOT
10
VIOLATE ANY PROVISION OF ANY SUCH STATUTE OR ANY RULE, REGULATION OR ORDER
ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION.
(S)
NOTICES TO OBLIGORS.
EACH TRANSACTION
PARTY HAS DIRECTED ALL OBLIGORS OF TRANSFERRED RECEIVABLES ORIGINATED BY IT TO
REMIT ALL PAYMENTS WITH RESPECT TO SUCH RECEIVABLES FOR DEPOSIT IN A LOCKBOX OR
COLLECTION ACCOUNT.
(T)
BOOKS AND RECORDS; MINUTES.
THE BY-LAWS
OR THE CERTIFICATE OR ARTICLES OF INCORPORATION OF EACH ORIGINATOR REQUIRE IT TO
MAINTAIN (I) BOOKS AND RECORDS OF ACCOUNT AND (II) MINUTES OF THE MEETINGS AND
OTHER PROCEEDINGS OF ITS STOCKHOLDERS AND BOARD OF DIRECTORS (OR AN ANALOGOUS
GOVERNING BODY).
(U)
OWNERSHIP OF RECEIVABLES; LIENS.
IMMEDIATELY PRIOR TO ITS TRANSFER HEREUNDER, EACH ORIGINATOR OWNED EACH
RECEIVABLE ORIGINATED OR ACQUIRED BY IT FREE AND CLEAR OF ANY ADVERSE CLAIM AND,
FROM AND PURSUANT TO SUCH TRANSFER, BUYER WILL ACQUIRE VALID AND PROPERLY
PERFECTED TITLE TO AND THE SOLE RECORD AND BENEFICIAL OWNERSHIP INTEREST IN EACH
TRANSFERRED RECEIVABLE, FREE AND CLEAR OF ANY ADVERSE CLAIM OR RESTRICTIONS ON
TRANSFERABILITY.
EACH ORIGINATOR HAS RECEIVED ALL ASSIGNMENTS, BILLS OF SALE
AND OTHER DOCUMENTS, AND HAS DULY EFFECTED ALL RECORDINGS, FILINGS AND OTHER
ACTIONS NECESSARY TO ESTABLISH, PROTECT AND PERFECT SUCH ORIGINATOR'S RIGHT,
TITLE AND INTEREST IN AND TO THE RECEIVABLES ORIGINATED OR ACQUIRED BY IT AND
ITS OTHER PROPERTIES AND ASSETS.
EACH ORIGINATOR HAS RIGHTS IN AND FULL POWER
TO TRANSFER ITS RECEIVABLES HEREUNDER.
NO EFFECTIVE FINANCING STATEMENTS OR
OTHER SIMILAR INSTRUMENTS ARE OF RECORD IN ANY FILING OFFICE LISTING ANY
ORIGINATOR AS DEBTOR AND PURPORTING TO COVER THE TRANSFERRED RECEIVABLES EXCEPT
THOSE TERMINATED ON THE CLOSING DATE AND FINANCING STATEMENTS FILED IN
ACCORDANCE WITH THE RELATED DOCUMENTS.
(V)
[RESERVED].