LEASE.
(K)
SELLER IS NOT PARTY TO ANY HEDGING, SWAP OR SIMILAR ARRANGEMENT OR
CONTRACT IN RESPECT OF ANY OBLIGATIONS OR INTEREST UNDER THE TRANSACTION
DOCUMENTS.
(L)
SELLER HAS PROVIDED TO PURCHASER OR WILL PROVIDE TO PURCHASER
WITHIN THREE (3) DAYS AFTER THE EFFECTIVE DATE A TRUE AND CORRECT COPY OF THE
TRUST AGREEMENT, WHICH IS THE SOLE DOCUMENT GOVERNING THE FORMATION AND
OPERATION OF THE TRUST AS IN EFFECT ON THE DATE HEREOF.
(M)
NO DEFAULT BY SELLER, OR TO THE KNOWLEDGE OF SELLER BY THE
INDIVIDUAL OR CORPORATE OWNER TRUSTEE, EXISTS UNDER THE TRUST AGREEMENT, AND NO
EVENT HAS OCCURRED WHICH, WITH THE GIVING OF NOTICE OR THE PASSAGE OF TIME,
WOULD BECOME A DEFAULT BY SELLER, OR TO THE KNOWLEDGE OF SELLER BY THE
INDIVIDUAL OR CORPORATE OWNER TRUSTEE, UNDER THE TRUST AGREEMENT.
SELLER SHALL
NOT AMEND THE TRUST AGREEMENT PRIOR TO THE CLOSING.
4.2
PURCHASER COVENANTS, REPRESENTS AND WARRANTS TO SELLER, BOTH AS OF
THE DATE HEREOF AND AS OF THE DATE OF CLOSING, AS FOLLOWS:
(A)
PURCHASER IS A VALIDLY EXISTING GEORGIA CORPORATION.
(B)
PURCHASER HAS DULY AUTHORIZED THE EXECUTION, DELIVERY AND
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. PURCHASER HAS ALL NECESSARY
POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND TO
COMPLETE THE TRANSACTION PROVIDED FOR HEREIN. ANY REQUIRED CONSENTS FROM THIRD
PARTIES TO PURCHASER'S EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
HAVE BEEN OBTAINED.
THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND
DELIVERED BY PURCHASER AND IS THE LEGAL, VALID AND BINDING OBLIGATION OF
PURCHASER, ENFORCEABLE AGAINST PURCHASER IN ACCORDANCE WITH ITS TERMS.
4
Purchaser is, and at the time of the Closing will be, a Qualified Institution or
an affiliate of a Qualified Institution which will guarantee the obligations of
Purchaser in accordance with Section 8.01(a)(i)(B) of the Participation
Agreement.
(C)
PURCHASER IS ACQUIRING THE OWNER PARTICIPANT INTEREST FOR ITS OWN
ACCOUNT FOR INVESTMENT AND NOT WITH A PRESENT VIEW OR INTENT TO RESELL OR
DISTRIBUTE THE OWNER PARTICIPANT INTEREST.
PURCHASER UNDERSTANDS THAT NO
INTEREST IN THE OWNER PARTICIPANT INTEREST HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR "BLUE SKY" LAWS
AND THE INTERESTS IN THE OWNER PARTICIPANT INTEREST ARE BEING SOLD TO IT IN A
TRANSACTION THAT IS EXEMPT FROM SECURITIES REGISTRATION REQUIREMENTS UNDER SUCH
LAWS.
5.
CONDITIONS.
(A)
THE OBLIGATION OF PURCHASER TO CLOSE THE PURCHASE AND SALE OF THE
OWNER PARTICIPANT INTEREST IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS (THE "PURCHASER CONDITIONS"):
(i)
The timely performance by Seller of each and every obligation
imposed upon Seller under this Agreement.
(ii)
The truth and accuracy as of the date hereof and as of the date
of Closing, of each and every warranty and representation made by Seller.
(iii)
Seller has delivered all necessary notices to the Trust, the
Corporate Owner Trustee, the Indenture Trustee, the Lenders and the Lessee in
accordance with Section 8.01(a)(iv) of the Participation Agreement.
(iv)
The Indenture Trustee has provided all