PARTY OR BY WHICH IT OR ANY
OF ITS PROPERTY IS BOUND, OR (IV) ANY ORDER, WRIT, JUDGMENT, AWARD, INJUNCTION
OR DECREE BINDING ON OR AFFECTING IT OR ITS PROPERTY, AND DO NOT RESULT IN THE
CREATION OR IMPOSITION OF ANY ADVERSE CLAIM ON ASSETS OF SUCH SELLER PARTY OR
ITS SUBSIDIARIES (EXCEPT AS CREATED HEREUNDER); AND NO TRANSACTION CONTEMPLATED
HEREBY REQUIRES COMPLIANCE WITH ANY BULK SALES ACT OR SIMILAR LAW.
(D)
GOVERNMENTAL AUTHORIZATION.
OTHER THAN THE FILING OF THE
FINANCING STATEMENTS REQUIRED HEREUNDER, NO AUTHORIZATION OR APPROVAL OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
REGULATORY BODY IS REQUIRED FOR THE DUE EXECUTION AND DELIVERY BY SUCH SELLER
PARTY OF THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A
PARTY AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
(E)
ACTIONS, SUITS.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS
PENDING, OR TO THE BEST OF SUCH SELLER PARTY'S KNOWLEDGE, THREATENED, AGAINST OR
AFFECTING SUCH SELLER PARTY, OR ANY OF ITS PROPERTIES, IN OR BEFORE ANY COURT,
ARBITRATOR OR OTHER BODY, THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
SUCH SELLER PARTY IS NOT IN DEFAULT WITH RESPECT TO ANY ORDER
OF ANY COURT, ARBITRATOR OR GOVERNMENTAL BODY.
(F)
BINDING EFFECT.
THIS AGREEMENT AND EACH OTHER TRANSACTION
DOCUMENT TO WHICH SUCH SELLER PARTY IS A PARTY CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATIONS OF SUCH
8
Seller Party enforceable against such Seller Party in accordance with their
respective terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to or
limiting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).
(G)
ACCURACY OF INFORMATION.
ALL INFORMATION HERETOFORE FURNISHED BY
SUCH SELLER PARTY OR ANY OF ITS AFFILIATES TO THE AGENT OR THE PURCHASERS FOR
PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER TRANSACTION
DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY IS, AND ALL SUCH
INFORMATION HEREAFTER FURNISHED BY SUCH SELLER PARTY OR ANY OF ITS AFFILIATES TO
THE AGENT OR THE PURCHASERS WILL BE, TRUE AND ACCURATE IN EVERY MATERIAL RESPECT
ON THE DATE SUCH INFORMATION IS STATED OR CERTIFIED AND DOES NOT AND WILL NOT
CONTAIN ANY MATERIAL MISSTATEMENT OF FACT OR OMIT TO STATE A MATERIAL FACT OR
ANY FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING.
(H)
USE OF PROCEEDS.
NO PROCEEDS OF ANY PURCHASE HEREUNDER WILL BE
USED (I) FOR A PURPOSE THAT VIOLATES, OR WOULD BE INCONSISTENT WITH, REGULATION
T, U OR X PROMULGATED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FROM TIME TO TIME OR (II) TO ACQUIRE ANY SECURITY IN ANY TRANSACTION WHICH IS
SUBJECT TO SECTION 12, 13 OR 14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(I)
GOOD TITLE.
IMMEDIATELY PRIOR TO EACH PURCHASE HEREUNDER, SELLER
SHALL BE THE LEGAL AND BENEFICIAL OWNER