notice to or filing with,
any governmental authority or regulatory body is required for any
9
Originator's due execution, delivery and performance of any Transaction Document
to which it is a party.
5.9
Financial Condition.
(A)
MATERIAL ADVERSE EFFECT.
SINCE MAY 31, 2002, NO EVENT HAS
OCCURRED THAT HAS HAD, OR IS REASONABLY LIKELY TO HAVE, A MATERIAL ADVERSE
EFFECT.
(B)
SOLVENT.
ON THE DATE HEREOF, AND ON THE DATE OF EACH PURCHASE
HEREUNDER (BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH PURCHASE) EACH ORIGINATOR
SHALL BE SOLVENT.
5.10
Licenses, Contingent Liabilities, and Labor Controversies.
(A)
NO ORIGINATOR HAS FAILED TO OBTAIN ANY LICENSES, PERMITS,
FRANCHISES OR OTHER GOVERNMENTAL AUTHORIZATIONS NECESSARY TO THE OWNERSHIP OF
ITS PROPERTIES OR TO THE CONDUCT OF ITS BUSINESS, WHICH VIOLATION OR FAILURE TO
OBTAIN WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THERE ARE NO LABOR CONTROVERSIES PENDING AGAINST ANY ORIGINATOR
THAT HAVE HAD (OR ARE REASONABLY LIKELY TO HAVE) A MATERIAL ADVERSE EFFECT.
5.11
Margin Regulation.
No proceeds of any purchase or reinvestment will be used for the purpose of
purchasing or carrying any margin securities or for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase any margin
securities or for any other purpose not permitted by Regulation U of the Board
of Governors of the Federal Reserve System as in effect from time to time.
5.12
Quality of Title.
(A)
EACH RECEIVABLE OF EACH ORIGINATOR (TOGETHER WITH THE RELATED
RIGHTS WITH RESPECT TO SUCH RECEIVABLE) WHICH IS TO BE SOLD TO THE COMPANY
HEREUNDER IS OR SHALL BE OWNED BY SUCH ORIGINATOR, FREE AND CLEAR OF ANY ADVERSE
CLAIM, EXCEPT AS PROVIDED HEREIN AND IN THE RECEIVABLES PURCHASE AGREEMENT.
WHENEVER THE COMPANY MAKES A PURCHASE HEREUNDER, IT SHALL HAVE ACQUIRED AND
SHALL CONTINUE TO HAVE MAINTAINED A VALID AND PERFECTED OWNERSHIP INTEREST (FREE
AND CLEAR OF ANY ADVERSE CLAIM OTHER THAN ADVERSE CLAIMS CREATED BY THE
TRANSACTION DOCUMENTS) IN ALL RECEIVABLES GENERATED BY THE ORIGINATORS AND ALL
COLLECTIONS RELATED THERETO, AND IN THE ORIGINATORS' ENTIRE RIGHT, TITLE AND
INTEREST IN AND TO THE RELATED RIGHTS WITH RESPECT THERETO.
(B)
NO EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR IN
EFFECT COVERING ANY RECEIVABLE GENERATED BY EACH ORIGINATOR OR ANY RELATED
RIGHTS WHICH IS TO BE SOLD TO THE COMPANY HEREUNDER IS ON FILE IN ANY RECORDING
OFFICE EXCEPT SUCH AS MAY BE FILED IN FAVOR OF THE COMPANY (AND THE AGENT AS
ASSIGNEE OF THE COMPANY) OR THE
10
AGENT, AS THE CASE MAY BE, IN ACCORDANCE WITH THIS AGREEMENT OR IN FAVOR OF THE
COMPANY (AND THE AGENT AS ASSIGNEE OF THE COMPANY) OR THE AGENT, IN ACCORDANCE
WITH THE RECEIVABLES PURCHASE AGREEMENT.
(C)
UNLESS OTHERWISE IDENTIFIED TO THE COMPANY IN THE PURCHASE REPORT
DELIVERED PRIOR TO THE DATE OF THE PURCHASE HEREUNDER, EACH RECEIVABLE PURCHASED
HEREUNDER IS ON THE DATE OF PURCHASE, AN ELIGIBLE RECEIVABLE.
5.13
Accuracy of Information.
All factual written information heretofore or contemporaneously furnished (and
prepared) by