ADJUSTMENT OR OTHER
SIMILAR LAW OR ENACTMENT NOW OR HEREAFTER ENACTED AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND (B) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW);
(IV) ALL AUTHORIZATIONS, PERMITS, CONSENTS, APPROVALS, LICENSES OR EXEMPTIONS
FROM, REGISTRATIONS OR FILINGS WITH, OR REPORTS TO, ANY OFFICIAL BODY OR OTHER
PARTY OR ENTITY NECESSARY FOR IT TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS HEREUNDER HAVE BEEN OBTAINED AND REMAIN IN FULL FORCE AND EFFECT,
AND NO OTHER SUCH AUTHORIZATIONS, PERMITS, CONSENTS, APPROVALS, LICENSES,
EXEMPTIONS, REGISTRATIONS, FILINGS OR REPORTS ARE NECESSARY FOR THE DUE
EXECUTION, DELIVERY AND PERFORMANCE BY IT OF THIS AGREEMENT; (V) NO AGREEMENT
EXISTS BETWEEN IT AND ANY OBLIGOR THAT COULD INTERFERE WITH SUCH OBLIGOR'S
PAYMENT OF AND PERFORMANCE UNDER THE RECEIVABLES IN ACCORDANCE WITH THE RELEVANT
INVOICES.
(B)
PERFECTION.
IN THE CASE OF THE SPV, IT IS THE OWNER OF ALL OF THE
RECEIVABLES AND OTHER AFFECTED ASSETS, FREE AND CLEAR OF ALL ADVERSE CLAIMS
(OTHER THAN ANY ADVERSE CLAIM
29
ARISING HEREUNDER) AND UPON THE MAKING OF THE INITIAL INVESTMENT ON THE CLOSING
DATE AND AT ALL TIMES THEREAFTER UNTIL THE FINAL PAYOUT DATE, ALL FINANCING
STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE RECORDED OR FILED IN ORDER TO
PERFECT AND PROTECT THE INTEREST OF THE AGENT ON BEHALF OF THE INVESTORS IN THE
ASSET INTEREST AGAINST ALL CREDITORS OF AND PURCHASERS FROM THE SPV AND THE
ORIGINATORS WILL HAVE BEEN DULY FILED 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.
(C)
ACCURACY OF INFORMATION.
ALL INFORMATION HERETOFORE FURNISHED BY
IT (INCLUDING THE SERVICER REPORTS AND ITS FINANCIAL STATEMENTS) TO ANY
INVESTOR, ANY CLASS AGENT OR THE AGENT FOR PURPOSES OF OR IN CONNECTION WITH
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY IS, AND ALL SUCH
INFORMATION HEREAFTER FURNISHED BY IT TO ANY INVESTOR, ANY CLASS AGENT OR THE
AGENT WILL BE, TRUE AND CORRECT IN ALL MATERIAL RESPECTS, ON THE DATE SUCH
INFORMATION IS STATED OR CERTIFIED, AND NO SUCH ITEM CONTAINS OR WILL CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS OR WILL OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(D)
TAX STATUS.
IT HAS (I) TIMELY FILED ALL TAX RETURNS (FEDERAL,
STATE AND LOCAL) REQUIRED TO BE FILED, (II) PAID OR MADE ADEQUATE PROVISION FOR
THE PAYMENT OF ALL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES AND (III)
IN THE CASE OF THE SPV, ACCOUNTED FOR THE SALE OF THE ASSET INTEREST HEREUNDER,
IN ITS BOOKS AND FINANCIAL STATEMENTS AS A SECURED LOAN, CONSISTENT WITH GAAP.
(E)
ACTION, SUITS.
IT IS NOT IN VIOLATION OF ANY ORDER OF OFFICIAL
BODY OR ARBITRATOR.
EXCEPT AS SET FORTH IN SCHEDULE 4.1(E), (I) IN THE CASE OF
THE SPV, THERE