and the beneficial interest in and title to
the Receivables and the Other Conveyed Property shall not be part of Seller's
estate in the event of the filing of a bankruptcy petition by or against Seller
under any bankruptcy or similar law.
(B)
SIMULTANEOUSLY WITH THE CONVEYANCE OF THE RECEIVABLES AND THE
OTHER CONVEYED PROPERTY TO PURCHASER, PURCHASER HAS PAID OR CAUSED TO BE PAID TO
OR UPON THE ORDER OF SELLER, AN AMOUNT EQUAL TO THE BOOK VALUE OF THE
RECEIVABLES, AS SET FORTH ON THE BOOKS AND RECORDS OF SELLER, A PORTION BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS AND THE REMAINDER AS A CONTRIBUTION TO
THE CAPITAL OF THE PURCHASER (A WHOLLY-OWNED SUBSIDIARY OF SELLER).
SECTION 2.2
[Reserved].
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
SECTION 3.1
Representations and Warranties of Seller.
Seller `makes the
following representations and warranties as of the date hereof, on which
Purchaser relies in purchasing the Receivables and the Other Conveyed Property
and in transferring the Receivables and the Other Conveyed Property to the
Issuer under the Sale and Servicing Agreement.
Such representations are made as
of the execution and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Receivables and the Other Conveyed Property
hereunder, and the sale, transfer and assignment thereof by Purchaser to the
Issuer under the Sale and Servicing Agreement.
Seller and Purchaser agree that
Purchaser will assign to Issuer all Purchaser's rights under this Agreement and
that the Trustee will thereafter be entitled to enforce this Agreement against
Seller in the Trustee's own name on behalf of the Noteholders.
(A)
SCHEDULE OF REPRESENTATIONS.
THE REPRESENTATIONS AND WARRANTIES
SET FORTH ON THE SCHEDULE OF REPRESENTATIONS WITH RESPECT TO THE RECEIVABLES AS
OF THE DATE HEREOF ARE TRUE AND CORRECT.
(B)
ORGANIZATION AND GOOD STANDING.
SELLER HAS BEEN DULY ORGANIZED
AND IS VALIDLY EXISTING AS A CORPORATION IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF DELAWARE, WITH POWER AND AUTHORITY TO OWN ITS PROPERTIES AND TO CONDUCT
ITS BUSINESS AS SUCH PROPERTIES ARE CURRENTLY OWNED AND SUCH BUSINESS IS
CURRENTLY CONDUCTED, AND HAD AT ALL RELEVANT TIMES, AND NOW HAS, POWER,
AUTHORITY AND LEGAL RIGHT TO ACQUIRE, OWN AND SELL THE RECEIVABLES AND THE OTHER
CONVEYED PROPERTY TO BE TRANSFERRED TO PURCHASER.
(C)
DUE QUALIFICATION.
SELLER IS DULY QUALIFIED TO DO BUSINESS AS A
FOREIGN CORPORATION IN GOOD STANDING, AND HAS OBTAINED ALL NECESSARY LICENSES
AND APPROVALS IN ALL JURISDICTIONS IN WHICH THE OWNERSHIP OR LEASE OF ITS
PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION.
4
(D)
POWER AND AUTHORITY.
SELLER HAS THE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND ITS RELATED DOCUMENTS AND TO CARRY OUT
ITS TERMS AND THEIR TERMS, RESPECTIVELY; SELLER HAS FULL POWER AND AUTHORITY TO
SELL AND ASSIGN THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY TO BE SOLD AND
ASSIGNED TO AND DEPOSITED WITH PURCHASER HEREUNDER AND HAS DULY AUTHORIZED SUCH
SALE AND ASSIGNMENT TO PURCHASER BY ALL NECESSARY CORPORATE ACTION; AND