ASSETS BY CUSTOMER TO BUYER THAT IS
PERFECTED AND OF FIRST PRIORITY UNDER THE UCC AND OTHERWISE
37
ENFORCEABLE AGAINST CREDITORS OF AND PURCHASERS FROM CUSTOMER AND FREE AND CLEAR
OF ANY ADVERSE CLAIM (OTHER THAN THOSE PERMITTED HEREUNDER).
THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS HAVE BEEN DULY EXECUTED AND DELIVERED BY
CUSTOMER AND CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF CUSTOMER,
ENFORCEABLE AGAINST CUSTOMER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS EXCEPT AS
MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR
LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE
PRINCIPLES RELATING TO ENFORCEABILITY.
(D)
GOVERNMENT APPROVALS.
ALL AUTHORIZATIONS, CONSENTS, ORDERS AND
APPROVALS OF, OR OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY THAT ARE REQUIRED
TO BE OBTAINED BY CUSTOMER AND ALL NOTICES TO AND FILINGS WITH ANY GOVERNMENTAL
AUTHORITY THAT ARE REQUIRED TO BE MADE BY CUSTOMER, IN THE CASE OF THE FOREGOING
IN CONNECTION WITH THE CONVEYANCE OF THE WAREHOUSE ASSETS OR THE DUE EXECUTION,
DELIVERY AND PERFORMANCE BY CUSTOMER OF THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, HAVE BEEN OBTAINED OR MADE AND
ARE IN FULL FORCE AND EFFECT.
(E)
PERFECTION.
CUSTOMER IS AND SHALL BE THE OWNER OF ALL OF THE
WAREHOUSE ASSETS FREE AND CLEAR OF ANY ADVERSE CLAIMS EXCEPT THOSE OF BUYER.
ON
OR PRIOR TO THE DATE HEREOF AND PRIOR TO CUSTOMER'S ACQUISITION OF ANY NEW
RECEIVABLE, AND ON OR PRIOR TO EACH INVESTMENT OF PRINCIPAL, ALL FINANCING
STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE RECORDED OR FILED AND ALL ACTIONS
NECESSARY OR ADVISABLE IN ORDER TO PERFECT AND PROTECT THE WAREHOUSE ASSETS
AGAINST ALL CREDITORS OF AND PURCHASERS FROM CUSTOMER WILL HAVE BEEN DELIVERED
FOR FILING IN EACH FILING OFFICE NECESSARY FOR SUCH PURPOSE AND ALL FILING FEES
AND TAXES, IF ANY, PAYABLE IN CONNECTION WITH SUCH FILINGS SHALL HAVE BEEN PAID
IN FULL, OR PROVISION THEREFOR SHALL HAVE BEEN MADE.
(F)
ACCURACY OF INFORMATION AND RELATED MATTERS.
ALL INFORMATION
HERETOFORE FURNISHED BY CUSTOMER TO BUYER OR ANY OTHER PURCHASER REPRESENTATIVE
FOR THE PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY, WHICH IN EACH CASE
WAS PREPARED EITHER BY CUSTOMER OR AN OBLIGOR IS, AND ALL SUCH INFORMATION
HEREAFTER FURNISHED BY CUSTOMER TO SERVICER, BUYER OR ANY OTHER PURCHASER
REPRESENTATIVE WILL BE, TRUE AND ACCURATE IN EVERY MATERIAL RESPECT, ON THE DATE
SUCH INFORMATION IS STATED OR CERTIFIED, OR, IN THE CASE OF INFORMATION PROVIDED
BY AN OBLIGOR IS OR WILL BE TRUE AND ACCURATE IN EVERY MATERIAL RESPECT TO THE
BEST OF CUSTOMER'S KNOWLEDGE.
THERE ARE NO FACTS KNOWN (OR THAT SHOULD UPON THE
REASONABLE EXERCISE OF DILIGENCE BE KNOWN) TO CUSTOMER (OTHER THAN MATTERS OF A
GENERAL ECONOMIC NATURE) THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE AND THAT HAVE NOT
BEEN DISCLOSED HEREIN OR IN SUCH OTHER DOCUMENTS, CERTIFICATES