MAINTAIN NO LOCK-BOX ACCOUNTS IN ITS OWN NAME FOR THE
COLLECTION OF SUCH RECEIVABLES.
THE SELLER HAS DELIVERED TO THE COLLATERAL
AGENT A DUPLICATE KEY TO EACH POST OFFICE BOX AND HAS FILED A STANDING DELIVERY
ORDER WITH THE UNITED STATES POSTAL SERVICE AUTHORIZING THE COLLATERAL AGENT TO
RECEIVE MAIL DELIVERED TO EACH SUCH POST OFFICE BOX.
THE ACCOUNT NUMBERS OF ALL
LOCK-BOX ACCOUNTS, TOGETHER WITH THE NAMES AND ADDRESSES OF ALL THE LOCK-BOX
BANKS MAINTAINING SUCH LOCK-BOX ACCOUNTS AND THE RELATED POST OFFICE BOXES, ARE
SPECIFIED IN EXHIBIT H.
(L)
NO TRADE NAMES.
EXCEPT AS DESCRIBED IN EXHIBIT I, THE SELLER HAS NO TRADE
NAMES, FICTITIOUS NAMES, ASSUMED NAMES OR "DOING BUSINESS AS" NAMES.
(M)
SEPARATE EXISTENCE.
THE SELLER IS ENTERING INTO THE TRANSACTIONS
CONTEMPLATED BY THIS SALE AGREEMENT IN RELIANCE ON THE BUYER'S IDENTITY AS A
SEPARATE LEGAL ENTITY FROM THE SELLER AND EACH OF ITS AFFILIATES OTHER THAN THE
BUYER, AND ACKNOWLEDGES THAT THE BUYER AND THE OTHER PARTIES TO THE FACILITY
DOCUMENTS ARE SIMILARLY ENTERING INTO THE TRANSACTIONS CONTEMPLATED BY THE OTHER
FACILITY DOCUMENTS IN RELIANCE ON THE BUYER'S IDENTITY AS A SEPARATE LEGAL
ENTITY FROM THE SELLER AND EACH SUCH OTHER AFFILIATE, AND HAS TAKEN ALL ACTIONS
NECESSARY ON ITS PART FOR THE BUYER'S REPRESENTATION IN SECTION 4.01(N) OF THE
RECEIVABLES PURCHASE AGREEMENT TO BE TRUE AND CORRECT.
(N)
TAXES.
THE SELLER HAS FILED OR CAUSED TO BE FILED ALL FEDERAL, STATE AND
LOCAL TAX RETURNS WHICH ARE REQUIRED TO BE FILED BY IT, AND HAS PAID OR CAUSED
TO BE PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SUCH RETURNS OR ON ANY
ASSESSMENTS RECEIVED BY IT, OTHER THAN ANY TAXES OR ASSESSMENTS, THE VALIDITY OF
WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH
RESPECT TO WHICH THE SELLER HAS SET ASIDE ADEQUATE RESERVES ON ITS BOOKS IN
ACCORDANCE WITH GAAP AND WHICH HAVE NOT GIVEN RISE TO ANY ADVERSE CLAIMS.
(O)
SOLVENCY.
THE SELLER (I) IS NOT "INSOLVENT" (AS SUCH TERM IS DEFINED IN
§101(32)(A) OF THE BANKRUPTCY CODE); (II) IS ABLE TO PAY ITS DEBTS AS THEY
MATURE; AND (III) DOES NOT HAVE UNREASONABLY SMALL CAPITAL FOR THE BUSINESS IN
WHICH IT IS ENGAGED OR FOR ANY BUSINESS OR TRANSACTION IN WHICH IT IS ABOUT TO
ENGAGE.
(P)
NO FRAUDULENT CONVEYANCE.
THE TRANSACTIONS CONTEMPLATED BY THIS SALE
AGREEMENT AND BY EACH OF THE FACILITY DOCUMENTS ARE BEING CONSUMMATED BY THE
SELLER IN FURTHERANCE OF THE SELLER'S ORDINARY BUSINESS, WITH NO CONTEMPLATION
OF INSOLVENCY AND WITH NO
10
intent to hinder, delay or defraud any of its present or future creditors.
By
its receipt of the Purchase Prices hereunder and its ownership of the member
interests of the Buyer, the Seller shall have received reasonably equivalent
value for the Transferred Assets sold or otherwise conveyed to the Buyer under
this Sale Agreement.
(Q)
SOFTWARE.
ATTACHED AS EXHIBIT J IS A LIST OF ALL COMPUTER SOFTWARE USED BY
THE SELLER TO ADMINISTER THE RECEIVABLES AND OTHER TRANSFERRED