REPRESENTATIONS AND WARRANTIES MADE IN RESPECT OF THE
PURCHASED ASSETS PURSUANT TO EXHIBIT VI ARE TRUE, COMPLETE AND CORRECT, EXCEPT
TO THE EXTENT DISCLOSED IN A REQUESTED EXCEPTIONS REPORT.
(E)
UPON THE FILING OF FINANCING STATEMENTS ON FORM UCC-1 NAMING BUYER
AS "SECURED PARTY", SELLER AS "DEBTOR" AND DESCRIBING THE PURCHASED ITEMS, IN
THE JURISDICTIONS AND RECORDING OFFICES LISTED ON EXHIBIT XIII ATTACHED HERETO,
THE SECURITY INTERESTS GRANTED HEREUNDER IN THAT PORTION OF THE PURCHASED ITEMS
WHICH CAN BE PERFECTED BY FILING UNDER THE UNIFORM COMMERCIAL CODE WILL
CONSTITUTE FULLY PERFECTED SECURITY INTERESTS UNDER THE UNIFORM COMMERCIAL CODE
IN ALL RIGHT, TITLE AND INTEREST OF SELLER IN, TO AND UNDER SUCH PURCHASED
ITEMS.
(F)
UPON EXECUTION AND DELIVERY OF THE CONTROL AGREEMENT, BUYER SHALL
EITHER BE THE OWNER OF, OR HAVE A VALID AND FULLY PERFECTED FIRST PRIORITY
SECURITY INTEREST IN, THE "INVESTMENT PROPERTY" AND ALL "DEPOSIT ACCOUNTS" (EACH
AS DEFINED IN THE UNIFORM COMMERCIAL CODE) COMPRISING PURCHASED ITEMS OR ANY
AFTER-ACQUIRED PROPERTY RELATED TO SUCH PURCHASED ITEMS.
EXCEPT TO THE EXTENT
DISCLOSED IN A REQUESTED EXCEPTIONS REPORT, SELLER OR ITS DESIGNEE IS IN
POSSESSION OF A COMPLETE, TRUE AND ACCURATE PURCHASED ASSET FILE WITH RESPECT TO
EACH PURCHASED ASSET, EXCEPT FOR SUCH DOCUMENTS THE ORIGINALS OF WHICH HAVE BEEN
DELIVERED TO THE CUSTODIAN.
(XI)
ADEQUATE CAPITALIZATION; NO FRAUDULENT TRANSFER.
SELLER HAS, AS
OF SUCH PURCHASE DATE, ADEQUATE CAPITAL FOR THE NORMAL OBLIGATIONS FORESEEABLE
IN A BUSINESS OF ITS SIZE AND CHARACTER AND IN LIGHT OF ITS CONTEMPLATED
BUSINESS OPERATIONS.
SELLER IS GENERALLY ABLE TO PAY, AND AS OF THE DATE HEREOF
IS PAYING, ITS DEBTS AS THEY COME DUE.
SELLER HAS NOT BECOME, OR IS PRESENTLY,
FINANCIALLY INSOLVENT NOR WILL SELLER BE MADE INSOLVENT BY VIRTUE OF SELLER'S
EXECUTION OF OR PERFORMANCE UNDER ANY OF THE TRANSACTION DOCUMENTS WITHIN THE
MEANING OF THE BANKRUPTCY LAWS OR THE INSOLVENCY LAWS OF ANY JURISDICTION.
SELLER HAS NOT ENTERED INTO ANY TRANSACTION DOCUMENT OR ANY TRANSACTION PURSUANT
THERETO IN CONTEMPLATION OF INSOLVENCY OR WITH INTENT TO HINDER, DELAY OR
DEFRAUD ANY CREDITOR.
(XII)
NO CONFLICTS OR CONSENTS.
NEITHER THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY SELLER, NOR THE
CONSUMMATION OF ANY OF THE TRANSACTIONS BY IT HEREIN OR THEREIN CONTEMPLATED,
NOR COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF OR WITH THE TERMS AND
PROVISIONS THEREOF, WILL CONTRAVENE OR CONFLICT WITH OR RESULT IN THE CREATION
OR IMPOSITION OF (OR THE OBLIGATION TO CREATE OR IMPOSE) ANY LIEN UPON ANY OF
THE PROPERTY OR ASSETS OF SELLER PURSUANT TO THE TERMS OF ANY INDENTURE,
MORTGAGE, DEED OF TRUST, OR OTHER AGREEMENT OR INSTRUMENT TO WHICH SELLER IS A
PARTY OR BY WHICH SELLER MAY BE BOUND, OR TO WHICH SELLER MAY BE SUBJECT.
NO
CONSENT, APPROVAL, AUTHORIZATION, OR ORDER OF ANY THIRD PARTY IS REQUIRED IN
CONNECTION WITH THE EXECUTION AND
50
DELIVERY BY SELLER OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY OR TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHICH HAS