ADVERSE EFFECT UPON (I) THE
FINANCIAL CONDITION OF THE SELLER AND ITS SUBSIDIARIES TAKEN AS A WHOLE OR
(II) THE COLLECTIBILITY OF THE RECEIVABLES.
(G)
APPROVALS.
ALL AUTHORIZATIONS, CONSENTS, FILINGS, ORDERS AND
APPROVALS OF, OR OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON
THAT ARE REQUIRED TO BE OBTAINED BY SUCH SELLER, AND ALL NOTICES TO AND WITH ANY
GOVERNMENTAL AUTHORITY OR OTHER PERSON THAT ARE REQUIRED TO BE MADE BY IT, IN
THE CASE OF EACH OF THE FOREGOING IN CONNECTION WITH THE CONVEYANCE OF
RECEIVABLES AND RELATED ASSETS OR THE DUE EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH SELLER OF THIS AGREEMENT, SUCH SELLER'S SELLER ASSIGNMENT CERTIFICATE OR
ANY OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HAVE BEEN OBTAINED OR MADE AND
ARE IN FULL FORCE AND EFFECT, EXCEPT WHERE THE FAILURE TO OBTAIN OR MAKE ANY
SUCH AUTHORIZATION, CONSENT, ORDER, APPROVAL, ACTION, NOTICE OR FILING,
INDIVIDUALLY OR IN THE AGGREGATE FOR ALL SUCH FAILURES, WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(H)
BULK SALES ACT. NO TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT REQUIRES COMPLIANCE WITH, OR WILL BE SUBJECT TO
AVOIDANCE UNDER, ANY BULK SALES ACT OR SIMILAR LAW.
(I)
NO MATERIAL ADVERSE CHANGE. SINCE DECEMBER 31, 2004, THERE HAS
BEEN NO MATERIAL ADVERSE CHANGE IN (I) THE COLLECTIBILITY OF THE RECEIVABLES, OR
(II) THE SELLER'S FINANCIAL CONDITION OR (III) THE SELLER'S ABILITY TO PERFORM
ITS OBLIGATIONS UNDER ANY TRANSACTION DOCUMENT.
(J)
MARGIN REGULATIONS.
NO USE OF ANY FUNDS OBTAINED BY SUCH SELLER
UNDER THIS AGREEMENT WILL CONFLICT WITH OR CONTRAVENE ANY OF` REGULATIONS G, T,
U, AND X PROMULGATED BY THE FEDERAL RESERVE BOARD FROM TIME TO TIME.
12
(K)
QUALITY OF TITLE.
(I)
IMMEDIATELY BEFORE EACH PURCHASE TO BE MADE BY BUYER HEREUNDER
AND (IN THE CASE OF THE PARENT) EACH CONTRIBUTION TO BE MADE HEREUNDER TO BUYER,
EACH RECEIVABLE AND SPECIFIED ASSET OF SUCH SELLER THAT IS THEN TO BE
TRANSFERRED TO BUYER THEREUNDER, AND THE RELATED CONTRACTS, SHALL BE OWNED BY
SUCH SELLER FREE AND CLEAR OF ANY ADVERSE CLAIM (OTHER THAN ANY PERMITTED
ADVERSE CLAIM OR ANY ADVERSE CLAIM ARISING SOLELY AS THE RESULT OF ANY ACTION
TAKEN BY BUYER HEREUNDER OR BY THE AGENT OR THE PURCHASER AGENTS UNDER THE
RECEIVABLES SALE AGREEMENT); PROVIDED THAT THE EXISTENCE OF AN ADVERSE CLAIM
THAT IS RELEASED ON THE FIRST ISSUANCE DATE SHALL NOT CONSTITUTE A BREACH OF
THIS REPRESENTATION AND WARRANT; AND SUCH SELLER SHALL HAVE MADE ALL UCC FILINGS
AND SHALL HAVE TAKEN ALL OTHER ACTION UNDER APPLICABLE LAW IN EACH RELEVANT
JURISDICTION IN ORDER TO PROTECT AND PERFECT THE OWNERSHIP INTEREST OF BUYER AND
ITS SUCCESSORS IN THE RECEIVABLES AND RELATED ASSETS AGAINST ALL CREDITORS OF,
AND PURCHASERS FROM, SUCH SELLER.
(II)
WHENEVER BUYER MAKES A PURCHASE HEREUNDER FROM SUCH SELLER OR (IN
THE CASE OF THE PARENT) ACCEPTS A CONTRIBUTION HEREUNDER FROM SUCH SELLER, IT
SHALL HAVE ACQUIRED A