(OR AS
OF THE CLOSING DATE WILL HAVE BEEN) DULY MADE AND IN FULL FORCE AND EFFECT),
(IV) DO NOT CONTRAVENE OR CONSTITUTE A DEFAULT UNDER (A) ITS ARTICLES OF
INCORPORATION
OR BYLAWS, (B) ANY LAW APPLICABLE TO IT, (C) ANY CONTRACTUAL
RESTRICTION BINDING ON OR AFFECTING IT OR ITS PROPERTY OR (D) ANY ORDER, WRIT,
JUDGMENT, AWARD, INJUNCTION, DECREE OR OTHER INSTRUMENT BINDING ON OR AFFECTING
IT OR ITS PROPERTY, OR (V) RESULT IN THE CREATION OR
5
IMPOSITION OF ANY ADVERSE CLAIM UPON OR WITH RESPECT TO ITS PROPERTY OR THE
PROPERTY OF ANY OF ITS SUBSIDIARIES (EXCEPT AS CONTEMPLATED HEREBY), FOR
PURPOSES OF CLAUSE (IV) HEREOF EXCEPT TO THE EXTENT SUCH FAILURE WOULD NOT BE
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
BINDING EFFECT.
EACH OF THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY HAS BEEN DULY EXECUTED
AND DELIVERED AND CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATION,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF
CREDITORS GENERALLY.
(D)
PERFECTION.
IT IS THE OWNER OF ALL OF THE
RECEIVABLES AND THE OTHER AFFECTED ASSETS, FREE AND CLEAR OF ALL ADVERSE CLAIMS
(OTHER THAN ANY ADVERSE CLAIM ARISING HEREUNDER) AND UPON THE MAKING OF THE
INITIAL SALE TO THE PURCHASER 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 PURCHASER IN THE ASSET INTEREST AGAINST ALL CREDITORS OF AND PURCHASERS FROM
THE ORIGINATOR 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.
(E)
ACCURACY OF INFORMATION.
ALL INFORMATION
HERETOFORE FURNISHED BY IT TO THE PURCHASER, ANY INVESTOR, ANY CLASS AGENT OR
THE AGENT FOR PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY
TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY, TAKEN AS A WHOLE,
IS, AND ALL SUCH INFORMATION HEREAFTER FURNISHED BY IT TO THE PURCHASER, ANY
INVESTOR, ANY CLASS AGENT OR THE AGENT WILL BE, TRUE, COMPLETE AND ACCURATE IN
EVERY MATERIAL RESPECT, 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.
(F)
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 EXCEPT WITH RESPECT TO CLAUSES (I) AND (II), FOR TAXES
WHICH ARE BEING CONTESTED IN GOOD FAITH AND FOR WHICH APPROPRIATE RESERVES ARE
MAINTAINED IN ACCORDANCE WITH GAAP.
(G)