WILL BE THE LAWFUL OWNER OF, AND HAVE GOOD TITLE TO, SUCH TRANSFERRED ASSET
FREE AND CLEAR OF ANY ADVERSE CLAIM AND UPON EACH PURCHASE AND/OR ACQUISITION BY
THE BUYER OF TRANSFERRED ASSETS HEREUNDER, THE BUYER SHALL ACQUIRE A VALID AND
PERFECTED FIRST PRIORITY OWNERSHIP INTEREST IN EACH RECEIVABLE THEN EXISTING OR
THEREAFTER ARISING AND IN THE RELATED SECURITY, THE OTHER TRANSFERRED ASSETS AND
COLLECTIONS AND WITH RESPECT THERETO, IN EACH CASE FREE AND CLEAR OF ANY ADVERSE
CLAIM.
ALL SUCH PURCHASES OF RECEIVABLES AND RELATED TRANSFERRED ASSETS
CONSTITUTE TRUE AND VALID SALES, AND ALL SUCH PURCHASES AND CONTRIBUTIONS OF
RECEIVABLES AND RELATED TRANSFERRED ASSETS CONSTITUTE TRUE AND VALID TRANSFERS
AND ASSIGNMENTS OF ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER
SUCH TRANSFERRED ASSETS (AND NOT MERELY A PLEDGE OF SUCH RECEIVABLES AND RELATED
TRANSFERRED ASSETS FOR SECURITY PURPOSES), ENFORCEABLE AGAINST CREDITORS OF THE
SELLER AND NO SUCH TRANSFERRED ASSETS SHALL CONSTITUTE PROPERTY OF THE SELLER;
AND NO EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR IN EFFECT
COVERING ANY RECEIVABLE, THE RELATED SECURITY, COLLECTIONS OR THE OTHER
TRANSFERRED ASSETS SHALL AT ANY TIME BE ON FILE IN ANY RECORDING OFFICE EXCEPT
SUCH AS MAY BE FILED IN FAVOR OF THE BUYER (OR ITS ASSIGNEES) IN ACCORDANCE WITH
THIS SALE AGREEMENT.
(I)
ACCURACY OF INFORMATION.
NO SETTLEMENT REPORT (IF PREPARED BY THE SELLER,
OR TO THE EXTENT THAT INFORMATION CONTAINED THEREIN IS SUPPLIED BY THE SELLER),
INFORMATION, EXHIBIT, FINANCIAL STATEMENT, DOCUMENT, BOOK, RECORD OR REPORT
(OTHER THAN FORECASTS REQUIRED TO BE DELIVERED BY THE SELLER HEREUNDER)
FURNISHED OR TO BE FURNISHED BY THE SELLER TO THE BUYER IN CONNECTION WITH THIS
SALE AGREEMENT IS OR SHALL BE INACCURATE IN ANY MATERIAL RESPECT AS OF THE DATE
IT IS OR SHALL BE DATED OR (EXCEPT AS OTHERWISE DISCLOSED TO THE BUYER, AS THE
CASE MAY BE, AT SUCH TIME) AS OF THE DATE SO FURNISHED, OR CONTAINS OR SHALL
CONTAIN ANY MATERIAL MISSTATEMENT OF FACT OR OMITS OR SHALL OMIT TO STATE A
MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT
MATERIALLY MISLEADING.
9
(J)
LOCATION OF CHIEF EXECUTIVE OFFICE AND RECORDS.
THE CHIEF PLACE OF
BUSINESS AND CHIEF EXECUTIVE OFFICE OF THE SELLER ARE LOCATED AT THE ADDRESS OF
THE SELLER REFERRED TO IN SECTION 9.02 HEREOF AND THE LOCATIONS OF THE OFFICES
WHERE THE SELLER KEEPS ALL THE RECORDS ARE LISTED ON EXHIBIT F (OR AT SUCH OTHER
LOCATIONS, NOTIFIED TO THE BUYER IN ACCORDANCE WITH SECTION 5.01(F), IN
JURISDICTIONS WHERE ALL ACTION REQUIRED BY SECTION 6.03 HAS BEEN TAKEN AND
COMPLETED).
(K)
LOCK-BOX ACCOUNTS.
EACH OBLIGOR UNDER A CONTRACT HAS BEEN INSTRUCTED TO
REMIT PAYMENT ON THE RECEIVABLES TO A POST OFFICE BOX FOR REMITTANCE TO A
LOCK-BOX ACCOUNT OR DIRECTLY TO A LOCK-BOX ACCOUNT, AND EACH SUCH LOCK-BOX
ACCOUNT IS SUBJECT TO A LOCK-BOX AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT
G.
THE SELLER WILL HAVE NO RIGHT, TITLE AND/OR INTEREST TO ANY OF THE LOCK-BOX
ACCOUNTS AND WILL