THE PROCEEDS THEREOF, WILL VIOLATE OR BE INCONSISTENT WITH THE PROVISIONS OF
REGULATION T, U OR X.
26
H)
TAXES.
THE SELLER AND ITS SUBSIDIARIES HAVE FILED ALL FEDERAL
INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS THAT ARE REQUIRED TO BE
FILED BY THEM AND HAVE PAID ALL TAXES DUE PURSUANT TO SUCH RETURNS OR PURSUANT
TO ANY ASSESSMENT RECEIVED BY ANY OF THEM, EXCEPT FOR ANY SUCH TAXES, IF ANY,
THAT ARE BEING APPROPRIATELY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN
PROVIDED. THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE SELLER AND ITS
SUBSIDIARIES IN RESPECT OF TAXES AND OTHER GOVERNMENTAL CHARGES ARE ADEQUATE.
I)
INVESTMENT COMPANY ACT.
NEITHER THE SELLER NOR ANY OF ITS
SUBSIDIARIES IS AN "INVESTMENT COMPANY," OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY," WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED FROM TIME TO TIME. THE SELLER IS NOT SUBJECT TO ANY FEDERAL OR STATE
STATUTE OR REGULATION WHICH LIMITS ITS ABILITY TO INCUR INDEBTEDNESS.
J)
NO LEGAL BAR.
WITH THE CAVEAT AS SET FORTH IN 13(D), THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS
HEREUNDER AND THE USE OF THE PROCEEDS THEREOF WILL NOT VIOLATE ANY REQUIREMENT
OF LAW OR CONTRACTUAL OBLIGATION OF THE SELLER OR OF ANY OF ITS SUBSIDIARIES AND
WILL NOT RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN (OTHER
THAN THE LIENS CREATED HEREUNDER) ON ANY OF ITS OR THEIR RESPECTIVE PROPERTIES
OR REVENUES PURSUANT TO ANY SUCH REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION.
K)
NO DEFAULT.
NEITHER THE SELLER NOR ANY OF ITS SUBSIDIARIES IS IN
DEFAULT UNDER OR WITH RESPECT TO ANY OF ITS CONTRACTUAL OBLIGATIONS IN ANY
RESPECT WHICH SHOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR
CAUSE THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER SECTION 19(O) HEREOF. NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THIS AGREEMENT.
L)
COLLATERAL; COLLATERAL SECURITY.
(I)
THE SELLER HAS NOT ASSIGNED, PLEDGED, OR OTHERWISE CONVEYED OR
ENCUMBERED ANY PURCHASED ASSET TO ANY OTHER PERSON, AND IMMEDIATELY PRIOR TO THE
SALE OF ANY SUCH PURCHASED ASSET TO THE APPLICABLE BUYER, THE SELLER WAS THE
SOLE OWNER OF SUCH PURCHASED ASSET AND HAD GOOD AND MARKETABLE TITLE THERETO,
FREE AND CLEAR OF ALL LIENS, IN EACH CASE EXCEPT FOR LIENS TO BE RELEASED
SIMULTANEOUSLY WITH THE SALE OF SUCH PURCHASED ASSET TO THE APPLICABLE BUYER
HEREUNDER AND IMMEDIATELY AFTER THE SALE OF SUCH PURCHASED ASSET TO THE
APPLICABLE BUYER NO PERSON OTHER THAN THE AGENT, ON BEHALF OF THE BUYERS, HAS
ANY LIEN ON ANY PURCHASED ASSET.
(II)
THE PROVISIONS OF THIS AGREEMENT ARE EFFECTIVE TO CREATE IN FAVOR
OF THE AGENT, ON BEHALF OF THE BUYERS, A VALID, FIRST PRIORITY SECURITY INTEREST
IN ALL RIGHT, TITLE AND INTEREST OF THE SELLER IN, TO AND UNDER THE COLLATERAL.
(III)
UPON RECEIPT BY THE CUSTODIAN OF EACH NOTE,