AND NO FILINGS OR REGISTRATIONS WITH, ANY GOVERNMENTAL
AUTHORITY, OR ANY OTHER PERSON, ARE NECESSARY FOR THE EXECUTION, DELIVERY OR
PERFORMANCE BY SELLER OF THE PROGRAM DOCUMENTS TO WHICH IT IS A PARTY OR FOR THE
LEGALITY, VALIDITY OR ENFORCEABILITY THEREOF, EXCEPT FOR FILINGS AND RECORDINGS
IN RESPECT OF THE LIENS CREATED PURSUANT TO THIS AGREEMENT.
G)
MARGIN REGULATIONS.
NEITHER A
TRANSACTION HEREUNDER, NOR THE USE OF THE PROCEEDS THEREOF, WILL VIOLATE OR BE
INCONSISTENT WITH THE PROVISIONS OF REGULATION T, U OR X.
H)
TAXES.
SELLER AND ITS SUBSIDIARIES HAVE
FILED ALL FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS THAT ARE
REQUIRED TO BE FILED BY THEM AND HAVE PAID ALL TAXES DUE PURSUANT TO SUCH
RETURNS OR PURSUANT TO ANY ASSESSMENT RECEIVED BY ANY OF THEM, EXCEPT FOR ANY
SUCH TAXES, IF ANY, THAT ARE BEING APPROPRIATELY CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE
RESERVES HAVE BEEN PROVIDED. THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF
SELLER AND ITS SUBSIDIARIES IN RESPECT OF TAXES AND OTHER GOVERNMENTAL CHARGES
ARE ADEQUATE.
I)
INVESTMENT COMPANY ACT.
NEITHER
SELLER NOR ANY OF ITS SUBSIDIARIES IS AN "INVESTMENT COMPANY", OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY", WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT. SELLER IS NOT SUBJECT TO ANY FEDERAL OR STATE STATUTE OR REGULATION
WHICH LIMITS ITS ABILITY TO INCUR INDEBTEDNESS.
J)
NO LEGAL BAR.
WITH THE CAVEAT AS SET
FORTH IN 13(D), THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE TRANSACTIONS HEREUNDER AND THE USE OF THE PROCEEDS THEREOF WILL NOT VIOLATE
ANY REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION OF SELLER OR OF ANY OF ITS
SUBSIDIARIES AND WILL NOT RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF
ANY LIEN (OTHER THAN THE LIENS CREATED HEREUNDER) ON ANY OF ITS OR THEIR
RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO ANY SUCH REQUIREMENT OF LAW OR
CONTRACTUAL OBLIGATION.
K)
NO DEFAULT.
NEITHER SELLER NOR ANY OF
ITS SUBSIDIARIES IS IN DEFAULT UNDER OR WITH RESPECT TO ANY OF ITS CONTRACTUAL
OBLIGATIONS IN ANY RESPECT WHICH SHOULD REASONABLY BE EXPECTED
26
TO HAVE A MATERIAL ADVERSE EFFECT. NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING UNDER THIS AGREEMENT.
L)
COLLATERAL; COLLATERAL SECURITY.
(I)
SELLER HAS NOT ASSIGNED, PLEDGED, OR
OTHERWISE CONVEYED OR ENCUMBERED ANY PURCHASED ASSET TO ANY OTHER PERSON, AND
IMMEDIATELY PRIOR TO THE SALE OF ANY SUCH PURCHASED ASSET TO BUYER, SELLER WAS
THE SOLE OWNER OF SUCH PURCHASED ASSET AND HAD GOOD AND MARKETABLE TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, IN EACH CASE EXCEPT FOR LIENS TO BE
RELEASED SIMULTANEOUSLY WITH THE LIENS GRANTED IN FAVOR OF BUYER HEREUNDER AND
NO PERSON OTHER THAN SELLER HAS ANY LIEN ON ANY PURCHASED ASSET.
(II)
THE PROVISIONS OF THIS AGREEMENT ARE
EFFECTIVE TO CREATE IN FAVOR OF BUYER A VALID SECURITY INTEREST IN ALL RIGHT,
TITLE AND INTEREST OF SELLER IN, TO AND UNDER THE COLLATERAL.
(III)
UPON RECEIPT