THE CHIEF FINANCIAL OFFICER,
TREASURER OR CORPORATE CONTROLLER OF THE SELLER BY MEANS OF A CERTIFICATE OF
FINANCIAL OFFICER IN THE FORM ATTACHED HERETO AS EXHIBIT B, COPIES OF WHICH HAVE
BEEN FURNISHED TO THE AGENTS, FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
FINANCIAL CONDITION, ASSETS AND LIABILITIES OF THE SELLER AS AT SUCH DATES, ALL
IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, AND (IV) SINCE DECEMBER 31, 2003
AND JUNE 30, 2004, RESPECTIVELY, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN
THE SELLER'S FINANCIAL CONDITION, BUSINESS OR OPERATIONS.
(J)
NATURE OF RECEIVABLES.
EACH RECEIVABLE
CONSTITUTES AN "ACCOUNT" AS SUCH TERM IS DEFINED IN THE UCC.
21
(K)
MARGIN REGULATIONS.
THE USE OF ALL FUNDS
OBTAINED BY SUCH SELLER PARTY UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT WILL NOT CONFLICT WITH OR CONTRAVENE ANY OF REGULATIONS T, U AND X
PROMULGATED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM FROM TIME TO
TIME (INCLUDING, WITHOUT LIMITATION, ITS OBLIGATIONS HEREUNDER AND UNDER THE
SALE AGREEMENT, WHETHER OR NOT SUCH OBLIGATIONS ARE THEN DUE OR YET TO BECOME
DUE).
(L)
GOOD TITLE.
THE SELLER OWNS AND HAS
GOOD AND MARKETABLE TITLE TO THE COLLATERAL FREE AND CLEAR OF ANY LIEN, EXCEPT
AS CREATED BY THE TRANSACTION DOCUMENTS.
(M)
ACCURATE REPORTS.
NO INFORMATION PACKAGE OR
INTERIM INFORMATION PACKAGE (IF PREPARED BY SUCH SELLER PARTY, OR TO THE EXTENT
INFORMATION THEREIN WAS SUPPLIED BY SUCH SELLER PARTY) OR OTHER INFORMATION,
EXHIBIT, FINANCIAL STATEMENT, DOCUMENT, BOOK, RECORD OR REPORT FURNISHED OR TO
BE FURNISHED, IN EACH CASE IN WRITING, BY OR ON BEHALF OF SUCH SELLER PARTY TO
ANY
AGENT OR ANY PURCHASER PURSUANT TO THIS AGREEMENT WAS OR WILL BE INACCURATE
IN ANY MATERIAL RESPECT AS OF THE DATE IT WAS OR WILL BE DATED OR (EXCEPT AS
OTHERWISE DISCLOSED TO SUCH AGENT OR SUCH PURCHASER AT SUCH TIME) AS OF THE DATE
SO FURNISHED, OR CONTAINED OR (IN THE CASE OF INFORMATION OR OTHER MATERIALS TO
BE FURNISHED IN THE FUTURE) WILL CONTAIN ANY MATERIAL MISSTATEMENT OF FACT OR
OMITTED OR (IN THE CASE OF INFORMATION OR OTHER MATERIALS TO BE FURNISHED IN THE
FUTURE) WILL OMIT TO STATE A MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE
STATEMENTS CONTAINED THEREIN NOT MATERIALLY MISLEADING IN LIGHT OF THE
CIRCUMSTANCES MADE OR PRESENTED.
(N)
OFFICES.
THE PRINCIPAL PLACES OF BUSINESS
AND CHIEF EXECUTIVE OFFICES OF THE SERVICERS AND THE SELLER ARE LOCATED AT THE
RESPECTIVE ADDRESSES SET FORTH ON SCHEDULE 14.2, AND THE OFFICES WHERE THE
SERVICERS AND THE SELLER KEEP ALL THEIR BOOKS, RECORDS AND DOCUMENTS EVIDENCING
POOL RECEIVABLES, THE RELATED CONTRACTS AND ALL PURCHASE ORDERS AND OTHER
AGREEMENTS RELATED TO SUCH POOL RECEIVABLES ARE LOCATED AT THE ADDRESSES
SPECIFIED IN SCHEDULE 6.1(N) (OR AT SUCH OTHER LOCATIONS, NOTIFIED TO THE
ADMINISTRATIVE AGENT, ON THE PURCHASERS' BEHALF, IN ACCORDANCE WITH
SECTION 7.1(F), IN JURISDICTIONS WHERE ALL ACTION REQUIRED BY SECTION 8.5 HAS
BEEN TAKEN AND COMPLETED).
(O)
LOCK-BOX ACCOUNTS.
THE NAMES AND ADDRESSES
OF ALL THE LOCK-BOX BANKS, TOGETHER