SECURITY INTEREST IN THE CUSTOMER'S RIGHT TO USE THE SOFTWARE GOVERNED BY ANY
TRANSACTION, FREE AND CLEAR OF ALL LIENS, CLAIMS, SECURITY INTERESTS AND
ENCUMBRANCES;
(I)
ALL DOCUMENTS RELATING TO A TRANSACTION
ARE THE LEGAL, VALID AND BINDING OBLIGATION OF THE CUSTOMER NAMED THEREIN,
ENFORCEABLE ACCORDING TO THEIR RESPECTIVE TERMS, AND THE SIGNATURE OF THE NAMED
CUSTOMER IS GENUINE;
(J)
COMPANY AND ITS AGENTS HAVE NOT
PARTICIPATED IN AND HAVE NO KNOWLEDGE OF ANY FRAUDULENT ACT IN CONNECTION WITH
ANY TRANSACTION OR WITH RESPECT TO ANY CUSTOMER;
(K)
THE SOFTWARE SHALL HAVE BEEN DELIVERED TO
AND ACCEPTED BY THE NAMED CUSTOMER, PROPERLY INSTALLED AT THE LOCATION INDICATED
IN THE APPLICABLE OFFER DOCUMENT PACKAGE, AND IS, AND SHALL BE MAINTAINED IN
GOOD WORKING ORDER, CONDITION AND REPAIR, CONFORMING TO SPECIFICATIONS;
(L)
ALL CREDIT OR OTHER INFORMATION
REASONABLY RELEVANT TO A CREDIT DETERMINATION CONCERNING THE CUSTOMER KNOWN TO
COMPANY WILL HAVE BEEN DISCLOSED TO GE CAPITAL;
(M)
COMPANY POSSESSES AND WILL MAINTAIN THROUGHOUT
THE TERM OF ANY TRANSACTION ADEQUATE LICENSES AND PERMITS TO GRANT LICENSES WITH
RESPECT TO OR RIGHTS TO THE USE OF THE RELATED SOFTWARE;
(N)
ALL APPLICABLE SALES, USE, OR PROPERTY TAXES
WHICH MAY APPLY TO THE VALUE, SALE OR USE OF THE SOFTWARE (OTHER THAN THOSE
ASSESSED OR IMPOSED AT OR AFTER THE TIME GE CAPITAL PURCHASES THE TRANSACTIONS),
SHALL HAVE BEEN PAID OR WILL BE TIMELY REMITTED BY COMPANY TO THE APPROPRIATE
TAXING AUTHORITY AND COMPANY WILL ON REQUEST PROVIDE GE CAPITAL WITH PROOF OF
SUCH PAYMENT AS PROMPTLY AS POSSIBLE, AND THE PAYMENTS BEING PURCHASED BY GE
CAPITAL ARE AND SHALL REMAIN NET OR FREE OF ANY SALES, USE OR PROPERTY TAXES DUE
TO ANY TAXING AUTHORITY;
(O)
THE EXECUTION AND DELIVERY BY COMPANY OF
THIS AGREEMENT DOES NOT CONFLICT WITH OR CONSTITUTE A MATERIAL DEFAULT WITH
RESPECT TO ANY INDENTURE, LOAN AGREEMENT, MORTGAGE, LEASE, DEED OR OTHER
AGREEMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND, AND THERE ARE NO SUITS
OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF COMPANY, THREATENED IN ANY COURT
OR BEFORE ANY REGULATORY COMMISSION, BOARD OR OTHER ADMINISTRATIVE OR
GOVERNMENTAL AGENCY AGAINST OR AFFECTING COMPANY WHICH COULD MATERIALLY IMPAIR
COMPANY'S ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER;
(P)
THE MOST RECENT FINANCIAL STATEMENTS OF
COMPANY DATED 12/31/89 AND DELIVERED TO GE CAPITAL FAIRLY REPRESENT THE POSITION
OF COMPANY AS OF 12/31/89 AND THE RESULTS OF OPERATIONS OF COMPANY FOR THE
PERIODS COVERED THEREBY, ALL IN CONFORMITY WITH GENERALLY
4
ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS, AND SINCE THE DATE
OF THE LATEST SUCH FINANCIAL STATEMENTS, THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE FINANCIAL CONDITION OF COMPANY; AND
(Q)
COMPANY WILL PROMPTLY DELIVER TO GE CAPITAL
SUCH INFORMATION CONCERNING THE FINANCIAL OR OTHER CONDITION OF COMPANY AS GE
CAPITAL MAY REASONABLY REQUEST FROM TIME TO TIME, AND WILL DELIVER TO GE CAPITAL
WITHIN ONE HUNDRED TWENTY (120) DAYS OF THE CLOSE OF EACH FISCAL YEAR, THE
BALANCE SHEET AND PROFIT AND LOSS STATEMENT