AUTHORIZATION AND NO CONFLICT.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY THE SELLER OF THIS RECEIVABLES PURCHASE
AGREEMENT AND ALL OTHER FACILITY DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY, INCLUDING THE ACQUISITION OF THE TRANSFERRED ASSETS UNDER
THE SALE AGREEMENT AND THE PURCHASES CONTEMPLATED HEREUNDER, ARE WITHIN THE
SELLER'S ORGANIZATIONAL POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ORGANIZATIONAL ACTION, DO NOT CONTRAVENE (I) THE SELLER'S CERTIFICATE OF
FORMATION OR LIMITED LIABILITY COMPANY AGREEMENT, (II) ANY LAW, RULE OR
REGULATION APPLICABLE TO THE SELLER, (III) ANY CONTRACTUAL RESTRICTION CONTAINED
IN ANY 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
14
Claim upon or with respect to any of its properties; and no transaction
contemplated hereby requires compliance with any bulk sales act or similar law.
This Receivables Purchase Agreement and the other Facility Documents to which
the Seller is a party have been duly executed and delivered on behalf of the
Seller.
(C)
GOVERNMENTAL AND OTHER CONSENTS.
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 RECEIVABLES PURCHASE 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 ENSURE THE LEGALITY, VALIDITY OR
ENFORCEABILITY HEREOF OR THEREOF.
(D)
ENFORCEABILITY OF FACILITY DOCUMENTS.
THIS
RECEIVABLES PURCHASE AGREEMENT AND EACH OF THE OTHER FACILITY DOCUMENTS TO WHICH
THE SELLER IS A PARTY HAVE BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY THE
SELLER AND CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF THE SELLER
ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS ENFORCEABILITY
MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS RELATING TO OR
AFFECTING CREDITORS' RIGHTS GENERALLY AND BY EQUITABLE PRINCIPLES.
(E)
NO LITIGATION.
THERE ARE NO ACTIONS, SUITS
OR PROCEEDINGS AT LAW OR IN EQUITY OR BY OR BEFORE ANY GOVERNMENTAL AUTHORITY
NOW PENDING OR, TO THE KNOWLEDGE OF THE SELLER, THREATENED AGAINST OR AFFECTING
THE SELLER OR ANY PROPERTY OR RIGHTS OF THE SELLER WHICH PURPORT TO CHALLENGE
THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS RECEIVABLES PURCHASE AGREEMENT
OR ANY OTHER FACILITY DOCUMENT OR WHICH MAY MATERIALLY IMPAIR THE ABILITY OF THE
SELLER TO CARRY ON BUSINESS SUBSTANTIALLY AS NOW BEING CONDUCTED OR WHICH MAY
MATERIALLY ADVERSELY AFFECT THE CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS
OR PROPERTIES OF THE SELLER.
(F)
USE OF PROCEEDS.
NO PROCEEDS OF ANY
RECEIVABLES PURCHASE WILL BE USED