NO "TERMINATION EVENT",
"EVENT OF DEFAULT", "POTENTIAL EVENT OF DEFAULT" OR ANY SIMILAR EVENT, HOWEVER
DENOMINATED, HAS OCCURRED AND IS CONTINUING WITH RESPECT THERETO.
(XXIV)
SELECTION PROCESS.
THE PURCHASED ASSETS UNDER THIS AGREEMENT WERE
NOT SELECTED BY SELLER IN A MANNER DIFFERENT FROM THE MANNER IN WHICH SELLER
SELECTS ASSETS
52
WITH REGARD TO ANY OTHER FACILITIES TO WHICH IT IS A PARTY OR, IN ANY EVENT, SO
AS TO AFFECT ADVERSELY THE INTERESTS OF BUYER.
(XXV)
SERVICING AGREEMENTS.
SELLER HAS DELIVERED TO BUYER ALL SERVICING
AGREEMENTS PERTAINING TO THE PURCHASED ASSETS AND TO THE ACTUAL KNOWLEDGE OF
SELLER, AS OF THE DATE OF THIS AGREEMENT AND AS OF THE PURCHASE DATE FOR THE
PURCHASE OF ANY PURCHASED ASSETS SUBJECT TO A SERVICING AGREEMENT, EACH SUCH
SERVICING AGREEMENT IS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS AND
NO DEFAULT OR EVENT OF DEFAULT EXISTS THEREUNDER.
(XXVI)
NO RELIANCE.
SELLER HAS MADE ITS OWN INDEPENDENT DECISIONS TO
ENTER INTO THE TRANSACTION DOCUMENTS AND EACH TRANSACTION AND AS TO WHETHER SUCH
TRANSACTION IS APPROPRIATE AND PROPER FOR IT BASED UPON ITS OWN JUDGMENT AND
UPON ADVICE FROM SUCH ADVISORS (INCLUDING WITHOUT LIMITATION, LEGAL COUNSEL AND
ACCOUNTANTS) AS IT HAS DEEMED NECESSARY.
SELLER IS NOT RELYING UPON ANY ADVICE
FROM BUYER AS TO ANY ASPECT OF THE TRANSACTIONS, INCLUDING WITHOUT LIMITATION,
THE LEGAL, ACCOUNTING OR TAX TREATMENT OF SUCH TRANSACTIONS.
(XXVII)
PATRIOT ACT.
SELLER IS IN COMPLIANCE, IN ALL MATERIAL RESPECTS,
WITH THE (I) THE TRADING WITH THE ENEMY ACT, AS AMENDED, AND EACH OF THE FOREIGN
ASSETS CONTROL REGULATIONS OF THE UNITED STATES TREASURY DEPARTMENT (31 CFR,
SUBTITLE B, CHAPTER V, AS AMENDED) AND ANY OTHER APPLICABLE ENABLING LEGISLATION
OR EXECUTIVE ORDER RELATING THERETO, AND (II) THE UNITING AND STRENGTHENING
AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT
TERRORISM (USA PATRIOT ACT OF 2001).
NO PART OF THE PROCEEDS OF ANY TRANSACTION
WILL BE USED, DIRECTLY OR INDIRECTLY, FOR ANY PAYMENTS TO ANY GOVERNMENTAL
OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL OF A POLITICAL PARTY, CANDIDATE
FOR POLITICAL OFFICE, OR ANYONE ELSE ACTING IN AN OFFICIAL CAPACITY, IN ORDER TO
OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN ANY IMPROPER ADVANTAGE, IN VIOLATION
OF THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
(XXVIII)
ENVIRONMENTAL MATTERS.
(A)
NO PROPERTIES OWNED OR LEASED BY SELLER AND NO PROPERTIES FORMERLY
OWNED OR LEASED BY SELLER, ITS PREDECESSORS, OR ANY FORMER SUBSIDIARIES OR
PREDECESSORS THEREOF (THE "PROPERTIES"), CONTAIN, OR HAVE PREVIOUSLY CONTAINED,
ANY MATERIALS OF ENVIRONMENTAL CONCERN IN AMOUNTS OR CONCENTRATIONS WHICH
CONSTITUTE OR CONSTITUTED A VIOLATION OF, OR REASONABLY COULD BE EXPECTED TO
GIVE RISE TO LIABILITY UNDER, ENVIRONMENTAL LAWS THAT WOULD HAVE A MATERIAL
ADVERSE EFFECT;
(B)
SELLER IS IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS,
AND THERE IS NO VIOLATION OF ANY ENVIRONMENTAL LAWS WHICH REASONABLY WOULD BE
EXPECTED TO INTERFERE WITH THE CONTINUED OPERATIONS OF SELLER THAT WOULD HAVE A
MATERIAL ADVERSE EFFECT;
(C)
SELLER HAS NOT RECEIVED ANY NOTICE OF VIOLATION, ALLEGED
VIOLATION, NON-COMPLIANCE,