A PARTY AND THE CREATION AND PERFECTION OF ALL
TRANSFERS AND LIENS PROVIDED FOR HEREIN AND THEREIN AND, SOLELY WITH RESPECT TO
CLAUSE (IV) BELOW, THE EXERCISE BY BUYER, OR ITS ASSIGNS OF ANY OF ITS RIGHTS
AND REMEDIES UNDER ANY RELATED DOCUMENT TO WHICH IT IS A PARTY: (I) ARE WITHIN
SUCH PERSON'S CORPORATE OR COMPANY POWER; (II) HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY OR PROPER CORPORATE AND SHAREHOLDER OR COMPANY AND MEMBER ACTION;
(III) DO NOT RESULT IN THE CREATION OR IMPOSITION OF ANY ADVERSE CLAIM UPON ANY
OF THE PROPERTY OF SUCH PERSON; AND (IV) DO NOT REQUIRE THE CONSENT OR APPROVAL
OF ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON, EXCEPT THOSE REFERRED TO IN
SECTION 3.01(B), ALL OF WHICH HAVE BEEN DULY OBTAINED, MADE OR COMPLIED WITH
PRIOR TO THE EFFECTIVE DATE.
ON OR PRIOR TO THE EFFECTIVE DATE, EACH OF THE
RELATED DOCUMENTS HAS BEEN DULY EXECUTED AND DELIVERED BY EACH TRANSACTION PARTY
THAT IS A PARTY THERETO AND ON THE CLOSING DATE EACH SUCH RELATED DOCUMENT SHALL
THEN CONSTITUTE A LEGAL, VALID AND BINDING OBLIGATION OF SUCH TRANSACTION PARTY,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
(III)
BINDING OBLIGATION.
THIS AGREEMENT IS, AND
THE OTHER RELATED DOCUMENTS ARE THE LEGALLY VALID AND BINDING OBLIGATIONS OF THE
APPLICABLE PARTIES THERETO, EACH ENFORCEABLE AGAINST EACH OF SUCH PARTIES, AS
APPLICABLE, IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED
BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING,
CREDITORS' RIGHTS GENERALLY AND THE EFFECTS OF GENERAL PRINCIPLES OF EQUITY.
(B)
JURISDICTION OF ORGANIZATION; EXECUTIVE
OFFICES; COLLATERAL LOCATIONS; CORPORATE OR OTHER NAMES; FEIN.
AS OF THE
EFFECTIVE DATE, EACH ORIGINATOR IS A REGISTERED ORGANIZATION OF THE TYPE SET
FORTH ON SCHEDULE 4.01(B) AND IS ORGANIZED UNDER THE LAWS OF THE STATE OF
DELAWARE (WHICH IS ITS ONLY JURISDICTION OF ORGANIZATION) AND EACH SUCH
ORIGINATOR'S ORGANIZATIONAL IDENTIFICATION NUMBER (IF ANY), THE CURRENT LOCATION
OF SUCH ORIGINATOR'S CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS, OTHER
OFFICES, THE WAREHOUSES AND PREMISES WITHIN WHICH ANY RECORDS RELATING TO THE
RECEIVABLES IS STORED OR LOCATED, AND THE LOCATIONS OF ITS RECORDS CONCERNING
THE RECEIVABLES ARE SET FORTH IN SCHEDULE 4.01(B) OR SUCH OTHER LOCATIONS
IDENTIFIED BY SUCH ORIGINATOR IN WRITING TO THE BORROWER FROM AND AFTER THE
CLOSING DATE.
DURING THE FIVE YEARS PRIOR TO THE CLOSING DATE, EXCEPT AS SET
FORTH IN SCHEDULE 4.01(B), NO ORIGINATOR HAS BEEN KNOWN AS OR USED ANY
CORPORATE, LEGAL, FICTITIOUS OR TRADE NAME.
IN ADDITION, SCHEDULE 4.01(B) LISTS
THE FEDERAL EMPLOYER IDENTIFICATION NUMBER OF EACH ORIGINATOR.
(C)
DISCLOSURE.
NO REPRESENTATION OR WARRANTY
OF ANY TRANSACTION PARTY CONTAINED IN THIS AGREEMENT, ANY OF THE OTHER RELATED
DOCUMENTS OR ANY OTHER DOCUMENT, CERTIFICATE OR WRITTEN STATEMENT FURNISHED BY
ON BEHALF OF ANY TRANSACTION PARTY TO BUYER (OR, IN THE CASE OF THE SERVICER, TO
THE ADMINISTRATIVE AGENT OR ANY LENDER) RELATING TO THIS AGREEMENT, THE
TRANSFERRED RECEIVABLES OR ANY OF THE OTHER RELATED DOCUMENTS CONTAINS ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR