AND NOT FOR SUBSEQUENT SALE TO A
CUSTOMER OF SUCH AFFILIATE; (III) HAS NO SET-OFF, OFFSET, COUNTERCLAIM, OR
DEFENSE, GENUINE OR OTHERWISE, TO THE PAYMENT OR COLLECTION OF SUCH PURCHASED
ACCOUNT; (IV) IS PAYABLE IN U.S. DOLLARS AND THE EQUIPMENT RELATED THERETO IS
LOCATED INSIDE THE CONTINENTAL UNITED STATES, CANADA OR ON A FOREIGN MILITARY
BASE (EXCLUDING THE PROVINCE OF NEW FOUNDLAND, THE NORTHWEST TERRITORIES AND THE
TERRITORY OF NUNAVIT); (V) DOES NOT REPRESENT A GUARANTEED SALE, A BILL AND HOLD
TRANSACTION, A SALE-AND-RETURN, A SALE ON APPROVAL, A CASH ON DELIVERY SALE OR A
CONSIGNMENT SALE OR IS NOT MADE PURSUANT TO ANY OTHER WRITTEN AGREEMENT
PROVIDING FOR REPURCHASE OR RETURN; (VI) COMPLIES WITH ALL APPLICABLE LAWS;
(VII) IS NOT SUBJECT TO ANY ADVERSE SECURITY INTEREST, LIEN OR ENCUMBRANCE
(INCLUDING TAX LIENS) OTHER THAN THOSE IN FAVOR OF PURCHASER; (VIII) IS ELIGIBLE
FOR CREDIT INSURANCE (AS DEFINED IN THE MSA) OR OTHERWISE APPROVED IN WRITING BY
PURCHASER; (IX) DOES NOT CONTAIN TERMS PROVIDING FOR PAYMENT IN MORE THAN THIRTY
(30) DAYS FROM THE DATE OF INVOICE; AND (X) WOULD QUALIFY AS AN "ELIGIBLE
ACCOUNT" (AS DEFINED IN AND UNDER THE APLA).
(F)
GOOD TITLE.
SELLER HAS GOOD AND MARKETABLE TITLE TO THE
PURCHASED ASSETS, FREE AND CLEAR OF ALL LIENS, SECURITY INTERESTS OR
RESTRICTIONS ON TRANSFER.
SELLER SHALL NOT GRANT OR SUFFER TO EXIST IN FAVOR OF
ANY OTHER PARTY, OTHER THAN PURCHASER, ANY LIEN UPON OR SECURITY INTEREST IN ANY
PURCHASED ASSET (EXCEPT TO THE EXTENT PURCHASED BY SELLER PURSUANT TO SECTION 5
OR 6 HEREOF).
UPON EACH SALE, PURCHASER SHALL ACQUIRE A VALID OWNERSHIP
INTEREST IN EACH PURCHASED ASSET FREE AND CLEAR OF ALL LIENS, SECURITY INTERESTS
OR RESTRICTIONS ON TRANSFER (EXCEPT AS CREATED BY PURCHASER).
(G)
LOCATION OF BOOKS AND RECORDS.
ALL BOOKS AND RECORDS PERTAINING
TO THE PURCHASED ASSETS OWNED BY SELLER SHALL BE MAINTAINED SOLELY AND
EXCLUSIVELY AT THE ADDRESSES SET FORTH ON SCHEDULE I HEREOF AND NO SUCH BOOKS
AND RECORDS SHALL BE MOVED OR TRANSFERRED WITHOUT GIVING PURCHASER THIRTY (30)
DAYS' PRIOR WRITTEN NOTICE.
(H)
NO DEFAULT.
SELLER IS NOT IN DEFAULT IN THE PERFORMANCE,
OBSERVANCE, OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS, OR CONDITIONS
CONTAINED IN ANY OF SELLER'S OBLIGATIONS UNDER ANY CONTRACT OR PURCHASED ASSET,
EXCEPT FOR ANY SUCH DEFAULT THAT COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, AND NO CONDITION EXISTS THAT, WITH THE
4
GIVING OF NOTICE OR THE LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A DEFAULT
UNDER ANY CONTRACT OR PURCHASED ASSET.
(I)
NO VIOLATION OF LAWS.
SELLER IS NOT IN VIOLATION OF ANY LAW,
ORDINANCE, RULE, REGULATION, ORDER, POLICY, GUIDELINE, OR OTHER REQUIREMENT OF
ANY DOMESTIC OR FOREIGN GOVERNMENT OR ANY INSTRUMENTALITY OR AGENCY THEREOF,
HAVING JURISDICTION OVER THE CONDUCT OF SELLER'S BUSINESS OR THE OWNERSHIP OF
SELLER'S PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY VIOLATION RELATING TO
ANY USE, RELEASE, STORAGE, TRANSPORT, OR DISPOSAL OF ANY HAZARDOUS MATERIAL,
WHICH VIOLATION WOULD SUBJECT SELLER OR ANY OF ITS OFFICERS TO