UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
(J)
THE PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF THE
SELLER AND THE OFFICE WHERE THE SELLER KEEPS ITS RECORDS CONCERNING THE POOL
RECEIVABLES ARE LOCATED AT THE ADDRESS OR ADDRESSES REFERRED TO IN
SECTION 5.01(B).
THE SELLER IS LOCATED IN THE JURISDICTION OF ORGANIZATION SET
FORTH IN SCHEDULE IV HERETO FOR PURPOSES OF SECTION 9-307 OF THE UCC AS IN
EFFECT IN THE STATE OF NEW YORK; AND THE OFFICE IN THE JURISDICTION OF
ORGANIZATION OF THE SELLER IN WHICH A UCC FINANCING STATEMENT IS REQUIRED TO BE
FILED IN ORDER TO PERFECT THE SECURITY INTEREST GRANTED BY THE SELLER HEREUNDER
IS SET FORTH IN SCHEDULE IV HERETO (IN EACH CASE AS SUCH SCHEDULE IV MAY BE
AMENDED FROM TIME TO TIME PURSUANT TO SECTION 5.01(B)).
(K)
THE NAMES AND ADDRESSES OF ALL THE DEPOSIT BANKS, TOGETHER WITH
THE POST OFFICE BOXES AND ACCOUNT NUMBERS OF THE LOCK-BOXES AND DEPOSIT ACCOUNTS
OF THE SELLER AT SUCH
39
DEPOSIT BANKS, ARE AS SPECIFIED IN SCHEDULE I HERETO, AS SUCH SCHEDULE I MAY BE
AMENDED FROM TIME TO TIME PURSUANT TO SECTION 5.01(G).
THE LOCK-BOXES AND
DEPOSIT ACCOUNTS ARE THE ONLY POST OFFICE BOXES AND ACCOUNTS INTO WHICH
COLLECTIONS OF RECEIVABLES ARE DEPOSITED OR REMITTED.
THE SELLER HAS DELIVERED
TO THE AGENT A FULLY EXECUTED DEPOSIT ACCOUNT AGREEMENT WITH RESPECT TO EACH
DEPOSIT ACCOUNT AND ANY ASSOCIATED LOCK-BOXES.
(L)
EACH PURCHASE OF A RECEIVABLE INTEREST AND EACH REINVESTMENT OF
COLLECTIONS IN POOL RECEIVABLES WILL CONSTITUTE (I) A "CURRENT TRANSACTION"
WITHIN THE MEANING OF SECTION 3(A)(3) OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND (II) 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 OF 1940, AS AMENDED.
(M)
THE SELLER IS NOT KNOWN BY AND DOES NOT USE ANY TRADENAME OR
DOING-BUSINESS-AS NAME.
(N)
THE SELLER WAS FORMED ON APRIL 12, 2007, AND THE SELLER DID NOT
ENGAGE IN ANY BUSINESS ACTIVITIES PRIOR TO THE DATE OF THIS AGREEMENT.
THE
SELLER HAS NO SUBSIDIARIES.
(O)
THE SELLER IS SOLVENT.
(P)
WITH RESPECT TO EACH POOL RECEIVABLE, THE SELLER (I) SHALL HAVE
RECEIVED SUCH POOL RECEIVABLE AS A CONTRIBUTION TO THE CAPITAL OF THE SELLER BY
THE PARENT OR (II) SHALL HAVE PURCHASED SUCH POOL RECEIVABLE FROM THE PARENT IN
EXCHANGE FOR PAYMENT (MADE BY THE SELLER TO THE PARENT IN ACCORDANCE WITH THE
PROVISIONS OF THE SECONDARY PURCHASE AGREEMENT) OF CASH IN AN AMOUNT WHICH
CONSTITUTES FAIR CONSIDERATION AND REASONABLY EQUIVALENT VALUE.
EACH SUCH SALE
REFERRED TO IN CLAUSE (II) OF THE PRECEDING SENTENCE SHALL NOT HAVE BEEN MADE
FOR OR ON ACCOUNT OF AN ANTECEDENT DEBT OWED BY THE PARENT TO THE SELLER.
(Q)
THE SELLER HAS (I) TIMELY FILED ALL FEDERAL TAX RETURNS REQUIRED
TO BE FILED, (II) TIMELY FILED ALL OTHER MATERIAL STATE AND LOCAL TAX RETURNS