ANY OF SELLER'S CREDITORS.
AS OF THE REPURCHASE
DATE, SELLER IS NOT INSOLVENT WITHIN THE MEANING OF 11 U.S.C. SECTION 101(32) OR
ANY SUCCESSOR PROVISION THEREOF AND THE TRANSFER AND SALE OF THE PURCHASED
ASSETS PURSUANT HERETO AND THE OBLIGATION TO REPURCHASE SUCH PURCHASED ASSET (I)
WILL NOT CAUSE THE LIABILITIES OF SELLER TO EXCEED THE ASSETS OF SELLER, (II)
WILL NOT RESULT IN SELLER HAVING UNREASONABLY SMALL CAPITAL, AND (III) WILL NOT
RESULT IN DEBTS THAT WOULD BE BEYOND SELLER'S ABILITY TO PAY AS THE SAME
MATURE.
NO PETITION IN BANKRUPTCY HAS BEEN FILED AGAINST SELLER IN THE LAST TEN
(10) YEARS, AND SELLER HAS NOT IN THE LAST TEN (10) YEARS MADE AN ASSIGNMENT FOR
THE BENEFIT OF CREDITORS OR TAKEN ADVANTAGE OF ANY DEBTORS RELIEF LAWS.
THE
SELLER HAS ONLY ENTERED INTO AGREEMENTS ON TERMS THAT WOULD BE CONSIDERED ARM'S
LENGTH AND OTHERWISE ON TERMS CONSISTENT WITH OTHER SIMILAR AGREEMENTS IN THE
MARKET.
(XX)
USE OF PROCEEDS; MARGIN REGULATIONS.
ALL PROCEEDS OF EACH
TRANSACTION SHALL BE USED BY SELLER FOR PURPOSES PERMITTED UNDER SELLER'S
GOVERNING DOCUMENTS, PROVIDED THAT NO PART OF THE PROCEEDS OF ANY TRANSACTION
WILL BE USED BY SELLER TO PURCHASE OR CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT
TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK.
NEITHER
THE ENTERING INTO OF ANY TRANSACTION NOR THE USE OF ANY PROCEEDS THEREOF WILL
VIOLATE, OR BE INCONSISTENT WITH, ANY PROVISION OF REGULATION T, U OR X OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
(XXI)
FULL AND ACCURATE DISCLOSURE.
NO INFORMATION CONTAINED IN THE
TRANSACTION DOCUMENTS REGARDING THE SELLER, ITS AFFILIATES, OR ANY OF THE
SELLER'S ASSETS, OR ANY WRITTEN STATEMENT FURNISHED BY OR ON BEHALF OF SELLER
PURSUANT TO THE TERMS OF THE TRANSACTION DOCUMENTS, CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE.
(XXII)
FINANCIAL INFORMATION.
ALL FINANCIAL DATA CONCERNING SELLER AND
THE PURCHASED ASSETS THAT HAS BEEN DELIVERED BY OR ON BEHALF OF SELLER TO BUYER
IS TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
ALL FINANCIAL DATA
CONCERNING SELLER HAS BEEN PREPARED FAIRLY IN ACCORDANCE WITH GAAP.
ALL
FINANCIAL DATA CONCERNING THE PURCHASED ASSETS HAS BEEN PREPARED IN ACCORDANCE
WITH STANDARD INDUSTRY PRACTICES.
SINCE THE DELIVERY OF SUCH DATA, EXCEPT AS
OTHERWISE DISCLOSED IN WRITING TO BUYER, THERE HAS BEEN NO CHANGE IN THE
FINANCIAL POSITION OF SELLER OR THE PURCHASED ASSETS, OR IN THE RESULTS OF
OPERATIONS OF SELLER, WHICH CHANGE IS REASONABLY LIKELY TO HAVE IN A MATERIAL
ADVERSE EFFECT ON SELLER.
(XXIII)
HEDGING TRANSACTIONS.
TO THE ACTUAL KNOWLEDGE OF SELLER, AS OF
THE PURCHASE DATE FOR ANY PURCHASED ASSET THAT IS SUBJECT TO A HEDGING
TRANSACTION, EACH SUCH HEDGING TRANSACTION IS IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH ITS TERMS, EACH COUNTERPARTY THERETO IS AN AFFILIATED HEDGE
COUNTERPARTY OR A QUALIFIED HEDGE COUNTERPARTY, AND