EFFECTIVE DATE, NO
BROKER OR FINDER ACTING ON BEHALF OF ANY TRANSACTION PARTY WAS EMPLOYED OR
UTILIZED IN CONNECTION WITH THIS AGREEMENT OR THE OTHER RELATED DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND NO TRANSACTION PARTY HAS ANY
OBLIGATION TO ANY PERSON IN RESPECT OF ANY FINDER'S OR BROKERAGE FEES IN
CONNECTION THEREWITH.
7
(I)
COMPLIANCE WITH LAWS.
EACH TRANSACTION
PARTY REPRESENTS AND WARRANTS THAT IT (I) IS IN COMPLIANCE WITH THE REQUIREMENTS
OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ANY GOVERNMENTAL
AUTHORITY (INCLUDING, WITHOUT LIMITATION, EXECUTIVE ORDER NO. 13224 ON TERRORIST
FINANCING, EFFECTIVE SEPTEMBER 24, 2001, AND THE UNITING AND STRENGTHENING
AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT
TERRORISM ACT OF 2001, PUBLIC LAW 107-56) AND THE OBLIGATIONS, COVENANTS AND
CONDITIONS CONTAINED IN ALL CONTRACTUAL OBLIGATIONS OTHER THAN THOSE LAWS,
RULES, REGULATIONS, ORDERS AND PROVISIONS OF SUCH CONTRACTUAL OBLIGATIONS THE
NONCOMPLIANCE WITH WHICH COULD NOT BE REASONABLY EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, AND (II) MAINTAINS
ALL LICENSES, QUALIFICATIONS AND PERMITS REFERRED TO ABOVE.
(J)
INTELLECTUAL PROPERTY.
AS OF THE
EFFECTIVE DATE, EACH ORIGINATOR OWNS, IS LICENSED TO USE OR OTHERWISE HAS THE
RIGHT TO USE, ALL MATERIAL INTELLECTUAL PROPERTY USED IN OR NECESSARY FOR THE
CONDUCT OF ITS BUSINESS AS CURRENTLY CONDUCTED THAT IS MATERIAL TO (I) THE
ABILITY OF SUCH ORIGINATOR TO PERFORM ITS OBLIGATIONS UNDER THE RELATED
DOCUMENTS, (II) THE VALIDITY OR ENFORCEABILITY OF ANY RELATED DOCUMENT OR THE
RIGHTS AND REMEDIES OF THE BORROWER, THE LENDERS OR THE ADMINISTRATIVE AGENT
UNDER ANY RELATED DOCUMENT, (III) THE FEDERAL INCOME TAX ATTRIBUTES OF THE SALE,
CONTRIBUTION OR PLEDGE OF THE TRANSFERRED RECEIVABLES PURSUANT TO ANY RELATED
DOCUMENT OR (IV) THE TRANSFERRED RECEIVABLES (OR THE COLLECTIBILITY THEREOF),
THE CONTRACTS THEREFORE, THE BORROWER COLLATERAL (IN EACH CASE, TAKEN AS A
WHOLE) OR THE OWNERSHIP INTERESTS OR LIENS OF THE BORROWER OR THE LENDERS OR THE
ADMINISTRATIVE AGENT THEREON OR THE PRIORITY OF SUCH INTERESTS OR LIENS, AND ALL
SUCH MATERIAL INTELLECTUAL PROPERTY IS IDENTIFIED ON SCHEDULE 4.01(J). AS OF THE
EFFECTIVE DATE, EXCEPT AS DISCLOSED IN SCHEDULE 4.01(J), THE USE OF SUCH
INTELLECTUAL PROPERTY BY THE ORIGINATORS AND THE CONDUCT OF THEIR BUSINESSES
DOES NOT AND HAS NOT BEEN ALLEGED BY ANY PERSON TO INFRINGE ON THE RIGHTS OF ANY
PERSON.
(K)
INVESTIGATIONS, AUDITS, ETC.
AS OF THE
EFFECTIVE DATE, EXCEPT AS SET FORTH ON SCHEDULE 4.01(K), NO TRANSACTION PARTY OR
ANY OF THEIR SUBSIDIARIES IS THE SUBJECT OF ANY REVIEW OR AUDIT BY THE IRS OR
ANY GOVERNMENTAL INVESTIGATION CONCERNING THE VIOLATION OR POSSIBLE VIOLATION OF
ANY LAW THAT WOULD REASONABLY BE EXPECTED TO RESULT IN ANY MATERIAL ADVERSE
EFFECT WITHIN THE MEANING OF CLAUSES (B) THROUGH (E) OF THE DEFINITION THEREOF.
(L)
LITIGATION; ADVERSE FACTS.
EXCEPT AS
SET FORTH ON SCHEDULE 4.01(L), THERE ARE NO JUDGMENTS OUTSTANDING AGAINST ANY
TRANSACTION PARTY OR AFFECTING ANY PROPERTY OF ANY TRANSACTION PARTY AS OF THE
EFFECTIVE DATE, NOR IS THERE ANY LITIGATION PENDING, OR TO