INTEREST IS PRIOR TO ALL OTHER
LIENS, AND IS ENFORCEABLE AS SUCH AGAINST CREDITORS OF AND PURCHASERS FROM THE
SELLER;
(II)
THE RECEIVABLES AND RELATED SECURITY
CONSTITUTE "INSTRUMENTS", "GENERAL INTANGIBLES", "TANGIBLE CHATTEL PAPER" OR
"ACCOUNTS" (EACH AS DEFINED IN THE APPLICABLE UCC);
(III)
FAIR, COCHRAN AND DURHAM COLLECTIVELY OWN AND
HAVE GOOD AND MARKETABLE TITLE TO THE SALE ASSETS FREE AND CLEAR OF ANY LIEN OF
ANY PERSON (OTHER THAN THE LIENS CREATED BY THIS AGREEMENT);
(IV)
THE SELLER HAS RECEIVED ALL CONSENTS AND
APPROVALS REQUIRED BY THE TERMS OF ANY RECEIVABLE, IF ANY, TO THE SALE AND
GRANTING OF A SECURITY INTEREST IN THE SALE ASSETS HEREUNDER TO THE BUYER;
20
(V)
ALL APPROPRIATE FINANCING STATEMENTS IN
CONNECTION WITH THE PROTECTIVE FILINGS HAVE BEEN FILED IN THE PROPER FILING
OFFICE IN THE APPROPRIATE JURISDICTIONS UNDER APPLICABLE LAW IN ORDER TO PERFECT
THE OWNERSHIP OR SECURITY INTEREST IN THE RECEIVABLES AND IN THE OTHER SALE
ASSETS, TO THE EXTENT THAT OWNERSHIP OR A SECURITY INTEREST IN SUCH OTHER SALE
ASSETS MAY BE PERFECTED BY THE FILING OF A FINANCING STATEMENT;
(VI)
OTHER THAN THE SECURITY INTEREST GRANTED TO THE
BUYER, THE SELLER HAS NOT PLEDGED, ASSIGNED, SOLD, GRANTED A SECURITY INTEREST
IN OR OTHERWISE CONVEYED ANY OF THE SALE ASSETS. THE SELLER HAS NOT AUTHORIZED
THE FILING OF AND IS NOT AWARE OF ANY FINANCING STATEMENTS AGAINST THE SELLER
THAT INCLUDE A COLLATERAL DESCRIPTION COVERING THE SALE ASSETS OTHER THAN ANY
FINANCING STATEMENT (A) RELATING TO THE OWNERSHIP OF OR SECURITY INTEREST
GRANTED TO THE BUYER UNDER THIS AGREEMENT, OR (B) THAT HAS BEEN TERMINATED
AND/OR FULLY AND VALIDLY ASSIGNED TO THE BUYER ON OR PRIOR TO THE CLOSING DATE.
THE SELLER IS NOT AWARE OF THE FILING OF ANY JUDGMENT OR TAX LIEN FILINGS
AGAINST THE SELLER;
(VII)
ALL ORIGINAL EXECUTED COPIES OF EACH INSTRUMENT
THAT CONSTITUTES OR EVIDENCES EACH RECEIVABLE HAVE BEEN DELIVERED TO THE BUYER,
AND COPIES THEREOF HAVE BEEN DELIVERED TO THE SERVICER; AND
(VIII)
NONE OF THE UNDERLYING INSTRUMENTS THAT CONSTITUTE
OR EVIDENCE THE RECEIVABLES HAS ANY MARKS OR NOTATIONS INDICATING THAT THEY HAVE
BEEN PLEDGED, ASSIGNED OR OTHERWISE CONVEYED TO ANY PERSON OTHER THAN THE BUYER.
(N)
REPORTS ACCURATE. ALL INFORMATION, EXHIBITS,
SCHEDULES, FINANCIAL STATEMENTS, DOCUMENTS, BOOKS, RECORDS OR REPORTS FURNISHED
BY THE SELLER TO THE BUYER PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT ARE
TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS.
(O)
LOCATION OF SELLER.
(I)
FAIR'S LOCATION (WITHIN THE MEANING OF
ARTICLE 9 OF THE UCC) IS OHIO.
FAIR HAS NOT CHANGED ITS NAME (WHETHER BY
AMENDMENT OF ITS CERTIFICATE OF FORMATION, BY REORGANIZATION OR OTHERWISE) OR
ITS JURISDICTION OF ORGANIZATION AND HAS NOT CHANGED ITS LOCATION FOR PURPOSES
OF THE APPLICABLE UCC WITHIN THE FOUR (4) MONTHS PRECEDING THE CLOSING DATE.
(II)
DURHAM'S LOCATION (WITHIN THE MEANING OF
ARTICLE 9 OF THE UCC) IS INDIANA.
DURHAM HAS NOT CHANGED HIS NAME OR THE STATE
OF HIS PRIMARY RESIDENCE FOR PURPOSES OF THE APPLICABLE UCC WITHIN THE FOUR
(4)