AS SET FORTH BELOW:
(A)
CORPORATE EXISTENCE AND POWER.
EACH SELLER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
ITS ORGANIZATION AND HAS ALL ORGANIZATIONAL POWER AND ALL MATERIAL GOVERNMENTAL
LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS REQUIRED TO CARRY ON ITS
BUSINESS IN EACH JURISDICTION IN WHICH ITS BUSINESS IS NOW CONDUCTED AND EACH
SELLER IS DULY QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD STANDING IN, EVERY
OTHER JURISDICTION IN WHICH THE NATURE OF ITS BUSINESS REQUIRES IT TO BE SO
QUALIFIED, EXCEPT WHERE THE FAILURE TO HAVE SUCH ITEMS OR TO BE SO QUALIFIED OR
IN GOOD STANDING WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(B)
AUTHORIZATION AND CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH SELLER OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
TO WHICH IT IS A PARTY IS WITHIN ITS ORGANIZATIONAL POWERS, HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ORGANIZATIONAL ACTION, REQUIRE NO ACTION BY OR IN
RESPECT OF, OR FILING WITH, ANY GOVERNMENTAL ENTITY OR OFFICIAL THEREOF (EXCEPT
FOR UCC FINANCING STATEMENTS), AND DO NOT CONTRAVENE, OR CONSTITUTE A DEFAULT
UNDER, ANY PROVISION OF APPLICABLE LAW, RULE OR REGULATION OR OF THE CERTIFICATE
OF INCORPORATION OF SUCH SELLER OR OF ANY AGREEMENT, JUDGMENT, INJUNCTION,
ORDER, WRIT, DECREE OR OTHER INSTRUMENT BINDING UPON SELLER OR RESULT IN THE
CREATION OR IMPOSITION OF ANY ADVERSE LIEN OR ENCUMBRANCE ON THE ASSETS OF SUCH
SELLER.
(C)
LEGAL PROCEEDINGS.
THERE ARE NO JUDGMENTS OUTSTANDING, AGAINST,
OR AFFECTING ANY OF THE PROPERTY OF ANY SELLER NOR IS THERE ANY ACTION, CHARGE,
CLAIM, DEMAND, SUIT, PROCEEDING, PETITION, GOVERNMENTAL INVESTIGATION, OR
ARBITRATION NOW PENDING OR, TO THE BEST OF ANY SELLER'S KNOWLEDGE AFTER DUE
INQUIRY, THREATENED AGAINST OR AFFECTING ANY SELLER OR ANY OF ITS PROPERTY WHICH
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO SELLER
HAS RECEIVED ANY OPINION OR MEMORANDUM OR LEGAL ADVICE FROM LEGAL COUNSEL TO THE
EFFECT THAT
3
ANY SELLER IS EXPOSED TO ANY LIABILITY OR DISADVANTAGE WHICH COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO SELLER IS IN VIOLATION OF
ANY MATERIAL ORDER OF ANY COURT, ARBITRATOR OR GOVERNMENTAL ENTITY.
(D)
ENFORCEABILITY.
EACH OF THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS HAS BEEN DULY EXECUTED AND DELIVERED AND CONSTITUTES THE LEGAL, VALID
AND BINDING OBLIGATION OF EACH SELLER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER
SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY.
(E)
PURCHASED ACCOUNT.
AT THE TIME OF ITS SALE AND ASSIGNMENT TO
PURCHASER, EACH PURCHASED ACCOUNT IS A VALID, BONA FIDE ACCOUNT, REPRESENTING AN
UNDISPUTED INDEBTEDNESS INCURRED BY THE NAMED CUSTOMER FOR GOODS ACTUALLY SOLD
AND DELIVERED OR FOR SERVICES COMPLETELY RENDERED AND SUCH PURCHASED ACCOUNT:
(I) ARISES OUT OF THE SALE OF GOODS OR VENDOR-PROVIDED SERVICES IN THE ORDINARY
COURSE OF BUSINESS; (II) DOES NOT ARISE OUT OF A SALE MADE TO AN AFFILIATE OF
SELLER FOR OPERATIONAL USE BY THAT AFFILIATE