IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
CALIFORNIA.
(B)
AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY SECURED PARTY OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION ON THE PART OF SECURED PARTY.
(C)
DEBT AND LIEN.
SECURED PARTY IS THE SOLE
OWNER AND PAYEE OF THE INDEBTEDNESS AND OBLIGATIONS OWING BY DEBTOR AND THE
SECURITY INTERESTS SECURING SAME, UNDER THE LOAN AND SECURITY AGREEMENT, AND HAS
NOT SIGNED OR DELIVERED TO ANY PERSON, CORPORATION, PARTNERSHIP, GOVERNMENTAL
AGENCY OR OTHER ENTITY, A TERMINATION OR DISCHARGE OF ALL OR ANY PART OF ITS
SECURITY INTERESTS IN THE PURCHASED ASSETS AS OF THE DATE HEREOF.
SECTION 9.3
REPRESENTATIONS BY DEBTOR.
THE
DEBTOR HEREBY REPRESENTS AND WARRANTS TO THE BUYER AS FOLLOWS:
XIX.
CORPORATE ORGANIZATION.
DEBTOR IS A
CORPORATION DULY ORGANIZED AND EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF NEW JERSEY AND IN EACH JURISDICTION IN WHICH THE NATURE OF ITS
BUSINESS OR THE LOCATION OF ITS PROPERTIES RELATING TO THE PURCHASED ASSETS
REQUIRES.
XX.
AUTHORIZATION.
THE
EXECUTION, DELIVERY, AND PERFORMANCE BY DEBTOR OF THIS AGREEMENT HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF DEBTOR.
XXI.
NONCONTRAVENTION.
THE EXECUTION,
DELIVERY, AND PERFORMANCE BY DEBTOR OF THIS AGREEMENT
DOES NOT AND WILL NOT
(I) VIOLATE DEBTOR'S ORGANIZATIONAL DOCUMENTS OR ANY LAW APPLICABLE TO DEBTOR,
(II) RESULT IN A BREACH OF OR CONSTITUTE (WITH NOTICE OR PASSAGE OF TIME OR
BOTH) A DEFAULT UNDER ANY CONTRACTUAL OBLIGATION OF DEBTOR OR (III) REQUIRE ANY
APPROVAL OF ANY PERSON OTHER THAN CONSENTS OR APPROVALS WHICH HAVE BEEN
OBTAINED.
XXII.
VALIDITY.
THIS AGREEMENT, WHEN EXECUTED AND
DELIVERED BY THE PARTIES HERETO, WILL BE THE LEGALLY VALID AND BINDING
OBLIGATIONS OF DEBTOR, ENFORCEABLE AGAINST DEBTOR IN ACCORDANCE WITH ITS
RESPECTIVE TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY EQUITABLE PRINCIPLES
OR BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR SIMILAR LAWS
RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY.
XXIII.
OWNERSHIP.
DEBTOR IS SOLE OWNER OF THE LOANS
AND RELATED COLLATERAL, FREE AND CLEAR OF ANY LIENS OR SECURITY INTERESTS OTHER
THAN THE FIRST AND PRIOR SECURITY INTEREST OF SECURED PARTY AND SUBORDINATE
SECURITY INTERESTS GRANTED BY DEBTOR TO EACH OF THE PARTIES IN INTEREST.
XXIV.
RECITALS.
EACH OF THE STATEMENTS SET FORTH IN
THE RECITALS TO THIS AGREEMENT IS TRUE AND CORRECT.
XXV.
CONSENTS AND APPROVALS.
(I) NO ORDER, LICENSE,
CERTIFICATE OR PERMIT OR ACT OF OR FROM, OR DECLARATION OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY (COLLECTIVELY, "GOVERNMENTAL APPROVALS"), AND (II) NO
ORDER, THIRD PARTY CONSENT FOR THE EXECUTION, DELIVERY OR PERFORMANCE BY THE
DEBTOR OF THIS AGREEMENT OR ANY RELATED AGREEMENT TO WHICH IT IS OR WILL BE A
PARTY, IS NECESSARY OR REQUIRED FOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY; PROVIDED, HOWEVER, IT IS UNDERSTOOD THAT CERTAIN
THIRD PARTY CONSENTS HAVE NOT YET BEEN RECEIVED OR OBTAINED, INCLUDING, BUT NOT
LIMITED TO, LANDLORD WAIVERS, BAILEE NOTICE LETTERS, ASSIGNMENTS OF LIFE
INSURANCE POLICIES AND ASSIGNMENTS OF MOTOR VEHICLE LIENS, ALL OF WHICH