SUCH PARTY, OTHER THAN PURSUANT TO THE TRANSACTION DOCUMENTS,
(III) ANY JUDGMENT OR ORDER, WRIT, INJUNCTION, DECREE OR DEMAND OF ANY COURT
APPLICABLE TO SUCH PARTY, OR (IV) ANY APPLICABLE REQUIREMENT OF LAW. SELLER HAS
ALL NECESSARY LICENSES, PERMITS AND OTHER CONSENTS FROM GOVERNMENTAL AUTHORITIES
NECESSARY TO ACQUIRE, OWN AND SELL THE PURCHASED ASSETS AND FOR THE PERFORMANCE
OF ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.
(IV)
LITIGATION; REQUIREMENTS OF LAW. THERE IS NO ACTION, SUIT,
PROCEEDING, INVESTIGATION, OR ARBITRATION PENDING OR, TO THE BEST KNOWLEDGE OF
SELLER, THREATENED AGAINST EITHER SELLER OR ANY OF ITS ASSETS, NOR IS THERE ANY
ACTION, SUIT, PROCEEDING, INVESTIGATION, OR ARBITRATION PENDING OR, TO THE BEST
KNOWLEDGE OF SELLER, THREATENED AGAINST EITHER SELLER WHICH MAY RESULT IN ANY
MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, FINANCIAL CONDITION,
PROPERTIES, OR ASSETS OF SUCH SELLER, OR WHICH MAY HAVE AN ADVERSE EFFECT ON THE
VALIDITY OF THE TRANSACTION DOCUMENTS OR THE PURCHASED ASSETS OR ANY ACTION
TAKEN OR TO BE TAKEN IN CONNECTION WITH THE OBLIGATIONS OF SELLER UNDER ANY OF
THE TRANSACTION DOCUMENTS. SELLER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
ALL REQUIREMENTS OF LAW. SELLER IS NOT IN DEFAULT IN ANY MATERIAL RESPECT WITH
RESPECT TO ANY JUDGMENT, ORDER, WRIT, INJUNCTION, DECREE, RULE OR REGULATION OF
ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY.
30
(V)
NO BROKER. SELLER HAS NOT DEALT WITH ANY BROKER, INVESTMENT
BANKER, AGENT, OR OTHER PERSON (OTHER THAN BUYER OR AN AFFILIATE OF BUYER) WHO
MAY BE ENTITLED TO ANY COMMISSION OR COMPENSATION IN CONNECTION WITH THE SALE OF
PURCHASED ASSETS PURSUANT TO ANY OF THE TRANSACTION DOCUMENTS.
(VI)
GOOD TITLE TO PURCHASED ASSETS. IMMEDIATELY PRIOR TO THE PURCHASE
OF ANY PURCHASED ASSETS BY BUYER FROM SELLER, SUCH PURCHASED ASSETS ARE FREE AND
CLEAR OF ANY LIEN, ENCUMBRANCE OR IMPEDIMENT TO TRANSFER (INCLUDING ANY "ADVERSE
CLAIM" AS DEFINED IN SECTION 8-102(A)(L) OF THE UCC), AND SELLER IS THE RECORD
AND BENEFICIAL OWNER OF AND HAS GOOD AND MARKETABLE TITLE TO AND THE RIGHT TO
SELL AND TRANSFER SUCH PURCHASED ASSETS TO BUYER AND, UPON TRANSFER OF SUCH
PURCHASED ASSETS TO BUYER, BUYER SHALL BE THE OWNER OF SUCH PURCHASED ASSETS
FREE OF ANY ADVERSE CLAIM (OTHER THAN ANY ADVERSE CLAIMS OR LIENS CREATED BY
BUYER). IN THE EVENT THE RELATED TRANSACTION IS RECHARACTERIZED AS A SECURED
FINANCING OF THE PURCHASED ASSETS, THE PROVISIONS OF THIS AGREEMENT ARE
EFFECTIVE TO CREATE IN FAVOR OF BUYER A VALID SECURITY INTEREST IN ALL RIGHTS,
TITLE AND INTEREST OF SELLER IN, TO AND UNDER THE PURCHASED ASSETS AND BUYER
SHALL HAVE A VALID, PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE PURCHASED
ASSETS.
(VII)
NO DEFAULT. NO DEFAULT OR EVENT OF DEFAULT EXISTS UNDER OR WITH
RESPECT TO THE TRANSACTION DOCUMENTS.
(VIII)
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASED ASSETS;
DELIVERY OF PURCHASED ASSET FILE. SELLER REPRESENTS AND WARRANTS TO BUYER THAT
EACH PURCHASED ASSET SOLD HEREUNDER AND EACH POOL OF PURCHASED ASSETS SOLD IN A
TRANSACTION HEREUNDER, AS OF EACH PURCHASE DATE FOR A TRANSACTION CONFORM TO