LAPSE OF TIME OR BOTH) A DEFAULT UNDER, OR GIVE RISE TO ANY RIGHT TO ACCELERATE
OR TO REQUIRE THE PREPAYMENT, REPURCHASE OR REDEMPTION OF ANY OBLIGATION UNDER
ANY TRANSACTION DOCUMENT OR ANY OTHER MATERIAL CONTRACTUAL OBLIGATION TO WHICH
IT IS A PARTY OR BY WHICH ITS PROPERTY IS OR MAY BE BOUND, EXCEPT WHERE ANY SUCH
CONFLICT, VIOLATION, BREACH OR DEFAULT REFERRED TO IN CLAUSE (A) OR (B),
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT WITH RESPECT TO IT, OR (C) RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN UPON THE RECEIVABLES (OTHER THAN PERMITTED LIENS).
(C)
ENFORCEABILITY. THIS AGREEMENT AND EACH
OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY EXECUTED AND
DELIVERED BY IT AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH SUCH DOCUMENT'S TERMS, SUBJECT (A) TO
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, FROM TIME TO TIME
IN EFFECT AND (B) TO GENERAL PRINCIPLES OF EQUITY (WHETHER ENFORCEMENT IS SOUGHT
BY A PROCEEDING IN EQUITY OR AT LAW).
14
(D)
GOVERNMENTAL APPROVALS. NO ACTION, CONSENT
OR APPROVAL OF, REGISTRATION OR FILING WITH OR ANY OTHER ACTION BY ANY
GOVERNMENTAL AUTHORITY IS OR WILL BE REQUIRED IN CONNECTION WITH THE
TRANSACTIONS, EXCEPT FOR (I) THE FILING OF UCC FINANCING STATEMENTS (OR OTHER
APPLICABLE SIMILAR FILINGS) IN ANY APPLICABLE JURISDICTIONS NECESSARY TO PERFECT
THE COMPANY'S OWNERSHIP INTEREST IN THE RECEIVABLES AND THE TRUST'S
PARTICIPATION AND SECURITY INTEREST IN THE RECEIVABLES, AND (II) SUCH AS HAVE
BEEN MADE OR OBTAINED AND ARE IN FULL FORCE AND EFFECT.
(E)
LITIGATION; COMPLIANCE WITH LAWS.
(I)
THERE ARE NO ACTIONS, SUITS OR
PROCEEDINGS AT LAW OR IN EQUITY OR BY OR BEFORE ANY GOVERNMENTAL AUTHORITY NOW
PENDING OR, TO ITS KNOWLEDGE, THREATENED AGAINST IT (I) IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THE TRANSACTION DOCUMENTS AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREUNDER OR (II) AS TO WHICH THERE IS A REASONABLE
POSSIBILITY OF AN ADVERSE DETERMINATION AND THAT, IF ADVERSELY DETERMINED, COULD
REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO RESULT IN A
MATERIAL ADVERSE EFFECT WITH RESPECT TO IT.
(II)
IT IS NOT IN DEFAULT WITH RESPECT TO ANY
JUDGMENT, WRIT, INJUNCTION, DECREE OR ORDER OF ANY GOVERNMENTAL AUTHORITY, WHERE
SUCH VIOLATION OR DEFAULT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT WITH RESPECT TO IT.
(III)
IT IS NOT IN DEFAULT UNDER OR WITH RESPECT
TO ANY REQUIREMENT OF LAW APPLICABLE TO THE COLLECTION AND SERVICING OF
RECEIVABLES WHERE SUCH DEFAULT WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT WITH RESPECT TO IT.
(F)
AGREEMENTS.
(I)
IT IS NOT A PARTY TO ANY AGREEMENT OR
INSTRUMENT OR SUBJECT TO ANY CORPORATE, RESTRICTION IN ITS ORGANIZATIONAL
DOCUMENTS THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT WITH RESPECT TO IT.
(II)
IT IS NOT IN DEFAULT IN