ANY CLAIM
IT MAY HAVE UNDER THIS SALE AGREEMENT FOR THE FAILURE BY THE SELLER IN FACT TO
SATISFY ANY SUCH CONDITION PRECEDENT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF THE SELLER.
THE SELLER
REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
DUE INCORPORATION AND GOOD STANDING.
THE SELLER IS A CORPORATION DULY
INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION NAMED AT THE BEGINNING HEREOF AND IS DULY QUALIFIED TO DO BUSINESS,
AND IS IN GOOD STANDING, IN EVERY JURISDICTION IN WHICH THE NATURE OF ITS
BUSINESS REQUIRES IT TO BE SO QUALIFIED, EXCEPT WHERE THE FAILURE TO BE SO
QUALIFIED WOULD NOT MATERIALLY ADVERSELY AFFECT (I) THE INTERESTS HEREUNDER OF
THE BUYER, (II) THE COLLECTIBILITY OF ANY RECEIVABLE, (III) THE BUSINESS,
PROPERTIES, OPERATIONS, PROSPECTS, PROFITS OR CONDITION (FINANCIAL OR OTHERWISE)
OF THE SELLER OR (IV) THE ABILITY OF THE SELLER (INDIVIDUALLY OR AS SERVICER) TO
PERFORM ITS OBLIGATIONS HEREUNDER.
7
(B)
DUE AUTHORIZATION AND NO CONFLICT.
THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE SELLER OF THIS SALE AGREEMENT AND ALL OTHER AGREEMENTS, INSTRUMENTS AND
DOCUMENTS TO BE DELIVERED HEREUNDER, AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY (INCLUDING THE SALE AND CONTRIBUTION TO THE BUYER OF THE TRANSFERRED
ASSETS CONTEMPLATED HEREUNDER), ARE WITHIN THE SELLER'S CORPORATE POWERS, HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, DO NOT CONTRAVENE (I)
THE SELLER'S CHARTER OR BY-LAWS, (II) ANY LAW, RULE OR REGULATION APPLICABLE TO
THE SELLER, (III) ANY CONTRACTUAL RESTRICTION CONTAINED IN ANY MATERIAL
INDENTURE, LOAN OR CREDIT AGREEMENT, LEASE, MORTGAGE, SECURITY AGREEMENT, BOND,
NOTE, OR OTHER AGREEMENT OR INSTRUMENT BINDING ON OR AFFECTING THE SELLER OR ITS
PROPERTY OR (IV) ANY ORDER, WRIT, JUDGMENT, AWARD, INJUNCTION OR DECREE BINDING
ON OR AFFECTING THE SELLER OR ITS PROPERTY, AND DO NOT RESULT IN OR REQUIRE THE
CREATION OF ANY ADVERSE CLAIM UPON OR WITH RESPECT TO ANY OF ITS PROPERTIES
(OTHER THAN IN FAVOR OF THE BUYER AS CONTEMPLATED HEREUNDER); AND NO TRANSACTION
CONTEMPLATED HEREBY REQUIRES COMPLIANCE WITH ANY BULK SALES ACT OR SIMILAR LAW.
THIS SALE AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF THE
SELLER.
(C)
GOVERNMENTAL AND OTHER CONSENTS. EXCEPT FOR THE FILING OF FINANCING
STATEMENTS PURSUANT TO THE UCC REQUIRED TO PERFECT THE SALES OF ACCOUNTS AND
CHATTEL PAPER UNDER THIS SALE AGREEMENT AND THE SECURITY INTERESTS GRANTED UNDER
THE RECEIVABLES PURCHASE AGREEMENT OR UNDER THE OTHER FACILITY DOCUMENTS AND
EXCEPT FOR CONSENTS UNDER CERTAIN CONTRACTUAL AGREEMENTS WHICH HAVE BEEN
OBTAINED, NO AUTHORIZATION, CONSENT, APPROVAL OR OTHER ACTION BY, AND NO
REGISTRATION, QUALIFICATION, DESIGNATION, DECLARATION, NOTICE TO OR FILING WITH,
ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON IS OR WILL BE NECESSARY IN CONNECTION
WITH THE EXECUTION AND DELIVERY OF THIS SALE AGREEMENT OR ANY OTHER FACILITY
DOCUMENT TO WHICH THE SELLER IS A PARTY, OR ANY OF THE OTHER DOCUMENTS
CONTEMPLATED HEREBY OR THEREBY, CONSUMMATION OF THE TRANSACTIONS HEREIN OR
THEREIN CONTEMPLATED, OR PERFORMANCE OF OR COMPLIANCE WITH THE TERMS AND
CONDITIONS HEREOF OR THEREOF, TO