VALID AND PERFECTED FIRST PRIORITY OWNERSHIP INTEREST IN
EACH RECEIVABLE AND OTHER SPECIFIED ASSET, FREE AND CLEAR OF ANY ADVERSE CLAIM
(OTHER THAN ANY PERMITTED ADVERSE CLAIM OR ANY ADVERSE CLAIM ARISING SOLELY AS
THE RESULT OF ANY ACTION TAKEN BY BUYER HEREUNDER OR BY THE AGENT OR THE
PURCHASER AGENTS UNDER THE RECEIVABLES SALE AGREEMENT).
(III)
NO EFFECTIVE UCC FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR
IN EFFECT THAT COVERS ALL OR PART OF ANY RECEIVABLE ORIGINATED BY SUCH SELLER,
ANY INTEREST THEREIN OR ANY OTHER SPECIFIED ASSET WITH RESPECT THERETO IS ON
FILE IN ANY RECORDING OFFICE EXCEPT, (X) SUCH AS MAY BE FILED (A) IN FAVOR OF
SUCH SELLER IN ACCORDANCE WITH THE RELATED CONTRACTS, (B) IN FAVOR OF BUYER
PURSUANT TO THIS AGREEMENT AND (C) IN FAVOR OF THE AGENT, IN ACCORDANCE WITH THE
RECEIVABLES SALE AGREEMENT AND (Y) SUCH AS MAY HAVE BEEN IDENTIFIED TO BUYER
PRIOR TO THE FIRST ISSUANCE DATE AND UCC TERMINATION STATEMENTS (OR APPROPRIATE
RELEASES RELEASING ANY RECEIVABLES AND RELATED ASSETS DESCRIBED THEREIN)
RELATING TO WHICH HAVE BEEN FILED AND RECORDED ON OR PRIOR TO THE FIRST ISSUANCE
DATE. NO EFFECTIVE FINANCING STATEMENT OR INSTRUMENT SIMILAR IN EFFECT RELATING
TO PERFECTION THAT COVERS ANY INVENTORY OF SUCH SELLER THAT MIGHT GIVE RISE TO
RECEIVABLES IS ON FILE IN ANY RECORDING OFFICE.
(IV)
NO PURCHASE BY BUYER FROM SUCH SELLER (AND, IN THE CASE OF THE
PARENT, NO CAPITAL CONTRIBUTION TO BUYER, WHETHER OR NOT MADE IN CONNECTION WITH
A PURCHASE) CONSTITUTES A FRAUDULENT TRANSFER OR FRAUDULENT CONVEYANCE UNDER THE
UNITED STATES BANKRUPTCY CODE OR APPLICABLE STATE BANKRUPTCY OR INSOLVENCY LAWS
OR IS OTHERWISE VOID OR VOIDABLE OR SUBJECT TO SUBORDINATION UNDER SIMILAR LAWS
OR PRINCIPLES OR FOR ANY OTHER REASON.
(V)
EACH PURCHASE BY BUYER FROM SUCH SELLER CONSTITUTES A TRUE AND
VALID SALE OF THE RECEIVABLES AND RELATED ASSETS UNDER APPLICABLE STATE LAW AND
TRUE AND VALID ASSIGNMENTS AND TRANSFERS FOR CONSIDERATION (AND NOT MERELY A
PLEDGE OF THE RECEIVABLES AND RELATED ASSETS FOR SECURITY PURPOSES), ENFORCEABLE
AGAINST THE CREDITORS OF SUCH
13
SELLER, AND NO RECEIVABLES OR RELATED ASSETS TRANSFERRED TO BUYER HEREUNDER
SHALL CONSTITUTE PROPERTY OF SUCH SELLER.
(L)
ELIGIBLE RECEIVABLES. ON THE DATE OF EACH DAILY REPORT OR
PERIODIC REPORT THAT IDENTIFIES A RECEIVABLE ORIGINATED BY SUCH SELLER AS AN
ELIGIBLE RECEIVABLE, SUCH RECEIVABLE EXISTS AND IS AN ELIGIBLE RECEIVABLE.
(M)
ACCURACY OF INFORMATION.
ALL INFORMATION FURNISHED BY THE SELLER
OR ANY AFFILIATE THEREOF TO THE BUYER, THE AGENT, THE PURCHASER AGENTS OR ANY
PURCHASER IN CONNECTION WITH ANY TRANSACTION DOCUMENT, OR ANY TRANSACTION
CONTEMPLATED THEREBY, IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS (AND IS NOT
INCOMPLETE BY OMITTING ANY INFORMATION NECESSARY TO PREVENT SUCH INFORMATION
FROM BEING MATERIALLY MISLEADING, IN EACH CASE ON THE DATE THE STATEMENT WAS
MADE AND IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THE STATEMENTS WERE MADE OR
THE INFORMATION WAS FURNISHED.
(N)
OFFICES.
(I) THE PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE
OFFICE OF SUCH SELLER IS LOCATED AT THE