TO BUYER
AND, UPON TRANSFER OF SUCH PURCHASED SECURITIES TO BUYER, BUYER SHALL BE THE
OWNER OF SUCH PURCHASED SECURITIES FREE OF ANY ADVERSE CLAIM.
IN THE EVENT THE
RELATED TRANSACTION IS RECHARACTERIZED AS A SECURED FINANCING OF THE PURCHASED
SECURITIES, THE PROVISIONS OF THIS AGREEMENT ARE EFFECTIVE TO CREATE IN FAVOR OF
THE BUYER A VALID SECURITY INTEREST IN ALL RIGHTS, TITLE AND INTEREST OF THE
SELLER IN, TO AND UNDER THE COLLATERAL AND THE BUYER SHALL HAVE A VALID,
PERFECTED FIRST PRIORITY SECURITY
24
INTEREST IN THE PURCHASED SECURITIES (AND WITHOUT LIMITATION ON THE FOREGOING,
THE BUYER, AS ENTITLEMENT HOLDER, SHALL HAVE A "SECURITY ENTITLEMENT" TO THE
PURCHASED SECURITIES).
(VII)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT EXISTS UNDER OR WITH
RESPECT TO THE TRANSACTION DOCUMENTS.
(VIII)
REPRESENTATIONS IN SECURITIZATION DOCUMENTS.
ALL OF THE PURCHASED
SECURITIES HAVE BEEN VALIDLY ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE AND
NOT SUBJECT TO PREEMPTIVE RIGHTS AND HAVE BEEN OFFERED, ISSUED AND SOLD IN
COMPLIANCE WITH ALL REQUIREMENTS OF LAW.
TO THE EXTENT THAT AN AFFILIATE OF THE
SELLER IS A PARTY THERETO, THE SECURITIZATION DOCUMENTS ARE GENUINE, IN FULL
FORCE AND EFFECT AND THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH AFFILIATE
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.
THE SECURITIZATION DOCUMENTS HAVE
NOT BEEN ALTERED OR MODIFIED IN ANY MATERIAL RESPECT, EXCEPT AS DISCLOSED TO THE
BUYER IN WRITING.
THE SELLER HAS NOT WAIVED THE PERFORMANCE OF ANY ACTION OR
ANY DEFAULT, BREACH OR VIOLATION RESULTING FROM ACTION OR INACTION UNDER A
SECURITIZATION DOCUMENT AND HAS NOT BEEN MADE AWARE OF ANY SUCH WAIVER.
EXCEPT
AS DISCLOSED TO THE BUYER IN WRITING, THERE IS NO DEFAULT, BREACH, VIOLATION OR
EVENT OF ACCELERATION EXISTING UNDER A SECURITIZATION DOCUMENT AND NO EVENT HAS
OCCURRED WHICH, WITH THE PASSAGE OF TIME OR GIVING OF NOTICE OR BOTH AND THE
EXPIRATION OF ANY GRACE OR CURE PERIOD, WOULD CONSTITUTE A DEFAULT, BREACH,
VIOLATION OR EVENT OF ACCELERATION THEREUNDER.
EACH PURCHASED SECURITY IS
FREELY ASSIGNABLE AND THE RELATED SECURITIZATION DOCUMENT PERMITS THE SELLER TO
SELL, ASSIGN OR PLEDGE SUCH PURCHASED SECURITY.
(IX)
RESERVED.
(X)
ADEQUATE CAPITALIZATION; NO FRAUDULENT TRANSFER.
SELLER HAS, AS
OF SUCH PURCHASE DATE, ADEQUATE CAPITAL FOR THE NORMAL OBLIGATIONS REASONABLY
FORESEEABLE IN A BUSINESS OF ITS SIZE AND CHARACTER AND IN LIGHT OF ITS
CONTEMPLATED BUSINESS OPERATIONS.
SELLER IS GENERALLY ABLE TO PAY, AND AS OF
THE DATE HEREOF IS PAYING, ITS DEBTS AS THEY COME DUE.
SELLER HAS NOT BECOME,
OR IS PRESENTLY, FINANCIALLY INSOLVENT NOR WILL SELLER BE MADE INSOLVENT BY
VIRTUE OF SELLER'S EXECUTION OF OR PERFORMANCE UNDER ANY OF THE TRANSACTION
DOCUMENTS WITHIN THE MEANING OF THE BANKRUPTCY LAWS OR THE INSOLVENCY LAWS OF
ANY JURISDICTION.
SELLER HAS NOT ENTERED INTO ANY TRANSACTION DOCUMENT OR ANY
TRANSACTION PURSUANT THERETO IN CONTEMPLATION OF INSOLVENCY OR WITH INTENT TO
HINDER, DELAY OR DEFRAUD ANY CREDITOR.
(XI)
CONSENTS.
NO CONSENT, APPROVAL OR OTHER ACTION OF, OR FILING BY
SELLER WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED TO