REPURCHASE
DOCUMENTS EXECUTED BY IT; SELLER IS DULY AUTHORIZED TO EXECUTE, DELIVER, AND
PERFORM UNDER THIS AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS TO WHICH IT IS A
PARTY AND IS AND WILL CONTINUE TO BE DULY AUTHORIZED TO PERFORM UNDER THIS
AGREEMENT AND SUCH OTHER REPURCHASE DOCUMENTS; AND EACH REPURCHASE DOCUMENT HAS
BEEN DULY EXECUTED AND DELIVERED BY SELLER, AS APPLICABLE, AND CONSTITUTES A
LEGAL, VALID AND BINDING OBLIGATION OF SELLER ENFORCEABLE AGAINST SELLER IN
ACCORDANCE WITH ITS TERMS.
(K)
GOVERNMENTAL APPROVALS.
NO ORDER, CONSENT, APPROVAL, LICENSE,
AUTHORIZATION OR VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH, OR
EXEMPTION BY, ANY GOVERNMENTAL AUTHORITY IS REQUIRED TO AUTHORIZE, OR IS
REQUIRED IN CONNECTION WITH, (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF ANY
REPURCHASE DOCUMENT TO WHICH SELLER IS OR WILL BE A PARTY, (II) THE LEGALITY,
VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF ANY SUCH REPURCHASE DOCUMENT
AGAINST SELLER OR (III) THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (OTHER THAN THE FILING OF CERTAIN FINANCING STATEMENTS IN RESPECT
OF CERTAIN SECURITY INTERESTS).
(L)
USE OF PROCEEDS; MARGIN REGULATIONS.
ALL PROCEEDS OF EACH
TRANSACTION SHALL BE USED BY SELLER FOR PURPOSES PERMITTED UNDER SELLER'S
GOVERNING DOCUMENTS, PROVIDED THAT NO PART OF THE PROCEEDS OF ANY TRANSACTION
WILL BE USED BY SELLER TO PURCHASE OR CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT
TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK.
NEITHER
THE ENTERING INTO OF ANY TRANSACTION NOR THE USE OF ANY PROCEEDS THEREOF WILL
VIOLATE, OR BE INCONSISTENT WITH, ANY PROVISION OF REGULATION T, U OR X OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
(M)
TAXES.
SELLER AND EACH SUBSIDIARY THEREOF HAS FILED ALL REQUIRED
FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS, DOMESTIC AND
FOREIGN, REQUIRED TO BE FILED BY IT AND HAS PAID ALL MATERIAL TAXES (INCLUDING
MORTGAGE RECORDING TAXES), ASSESSMENTS, FEES, AND OTHER GOVERNMENTAL CHARGES
PAYABLE BY IT, OR WITH RESPECT TO ANY OF THEIR PROPERTIES, WHICH HAVE BECOME
DUE, AND INCOME OR FRANCHISES HAVE BEEN PAID PRIOR TO THE TIME THAT SUCH TAXES
COULD GIVE RISE TO A LIEN THEREON OR ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND
54
APPROPRIATE RESERVES THEREFOR HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP.
SELLER AND EACH SUBSIDIARY THEREOF HAS PAID, OR HAS PROVIDED ADEQUATE RESERVES
(IN THE GOOD FAITH JUDGMENT OF THE MANAGEMENT OF SELLER) FOR THE PAYMENT OF, ALL
FEDERAL, STATE AND FOREIGN INCOME TAXES APPLICABLE FOR ALL PRIOR FISCAL YEARS
AND FOR THE CURRENT FISCAL YEAR TO DATE.
THERE IS NO MATERIAL ACTION, SUIT,
PROCEEDING, INVESTIGATION, AUDIT OR CLAIM NOW PENDING OR, TO THE KNOWLEDGE OF
SELLER, THREATENED BY ANY AUTHORITY REGARDING ANY TAXES RELATING TO SELLER OR
ANY SUBSIDIARY THEREOF WHICH IS MATERIAL OR NOT BEING CONTESTED IN GOOD FAITH.
NEITHER SELLER NOR ANY SUBSIDIARY THEREOF HAS ENTERED INTO ANY AGREEMENT OR
WAIVER OR BEEN REQUESTED TO ENTER INTO ANY AGREEMENT OR WAIVER EXTENDING ANY
STATUTE OF LIMITATIONS RELATING TO THE PAYMENT OR COLLECTION