PERSON OR OF ANY GOVERNMENTAL
AUTHORITY (IF ANY) REQUIRED TO BE MADE OR OBTAINED BY THE SELLER FOR THE DUE
EXECUTION, DELIVERY AND PERFORMANCE BY THE SELLER OF THIS AGREEMENT AND ANY
OTHER TRANSACTION DOCUMENT TO WHICH THE SELLER IS A PARTY HAVE BEEN OBTAINED
EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(H)
BULK SALES. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT
REQUIRE COMPLIANCE WITH ANY "BULK SALES" ACT OR SIMILAR LAW BY THE SELLER.
19
(I)
SOLVENCY. NONE OF FAIR, COCHRAN OR DURHAM
IS THE SUBJECT OF ANY INSOLVENCY PROCEEDINGS OR INSOLVENCY EVENT.
THE
TRANSACTIONS UNDER THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT TO WHICH
THE SELLER IS A PARTY WILL NOT CAUSE ANY OF FAIR, COCHRAN OR DURHAM TO CEASE
BEING SOLVENT.
(J)
SELECTION PROCEDURES. NO PROCEDURES
ADVERSE TO THE INTERESTS OF THE BUYER WERE UTILIZED BY THE SELLER IN IDENTIFYING
AND/OR SELECTING THE RECEIVABLES INCLUDED IN THE SALE ASSETS.
(K)
TAXES. THE SELLER HAS FILED OR CAUSED TO BE
FILED ALL TAX RETURNS THAT ARE REQUIRED TO BE FILED BY IT (OR HAS BEEN GRANTED
APPROPRIATE EXTENSIONS). THE SELLER HAS PAID OR MADE ADEQUATE PROVISIONS FOR THE
PAYMENT OF ALL TAXES AND ALL ASSESSMENTS MADE AGAINST IT OR ANY OF ITS
PROPERTIES (OTHER THAN (I) ANY AMOUNT OF TAX THE VALIDITY OF WHICH IS CURRENTLY
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH RESPECT TO
WHICH RESERVES IN ACCORDANCE WITH GAAP HAVE BEEN PROVIDED ON THE BOOKS OF THE
SELLER, (II) ANY TAX LESS THAN THIRTY (30) DAYS OVERDUE AND (III) ANY FILINGS
THAT THE FAILURE TO SO FILE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT), AND NO TAX LIEN HAS BEEN FILED AGAINST THE SELLER OR ANY OF ITS
PROPERTIES AND, TO THE SELLER'S KNOWLEDGE, NO CLAIM IS BEING ASSERTED BY AN
APPLICABLE GOVERNMENTAL AUTHORITY, WITH RESPECT TO ANY SUCH TAX, ASSESSMENT OR
OTHER CHARGE.
(L)
EXCHANGE ACT COMPLIANCE; REGULATIONS T, U
AND X. NONE OF THE TRANSACTIONS CONTEMPLATED HEREIN OR IN THE OTHER TRANSACTION
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE USE OF THE PROCEEDS FROM THE SALE
OF THE SALE ASSETS) WILL CAUSE THE SELLER TO VIOLATE OR RESULT IN A VIOLATION BY
THE SELLER OF SECTION 7 OF THE EXCHANGE ACT, OR ANY REGULATIONS ISSUED PURSUANT
THERETO, INCLUDING, WITHOUT LIMITATION, REGULATIONS T, U AND X OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM, 12 C.F.R., CHAPTER II. THE SELLER DOES
NOT OWN OR INTEND TO CARRY OR PURCHASE, AND NO PROCEEDS FROM THE SALE OF THE
SALE ASSETS WILL BE USED TO CARRY OR PURCHASE, ANY "MARGIN STOCK" WITHIN THE
MEANING OF REGULATION U OR TO EXTEND "PURPOSE CREDIT" WITHIN THE MEANING OF
REGULATION U.
(M)
SECURITY INTEREST.
(I)
THIS AGREEMENT CREATES A VALID AND
CONTINUING SECURITY INTEREST (AS DEFINED IN THE APPLICABLE UCC) IN THE SALE
ASSETS IN FAVOR OF THE BUYER, WHICH SECURITY