MONTHS PRECEDING THE CLOSING DATE.
(III)
COCHRAN'S LOCATION (WITHIN THE MEANING OF
ARTICLE 9 OF THE UCC) IS INDIANA.
DURHAM HAS NOT CHANGED HIS NAME OR THE STATE
OF HIS PRIMARY RESIDENCE FOR PURPOSES OF THE APPLICABLE UCC WITHIN THE FOUR
(4) MONTHS PRECEDING THE CLOSING DATE.
(P)
LOCKBOX ACCOUNT. THE NAME AND ADDRESS OF EACH
LOCKBOX ACCOUNT BANK, TOGETHER WITH THE ACCOUNT NUMBER OF EACH LOCKBOX ACCOUNT
ARE SPECIFIED IN SCHEDULE VI.
FOLLOWING NOTICE BY THE SELLER TO THE OBLIGORS OF
APPROPRIATE PAYMENT INSTRUCTIONS, WHICH SHALL OCCUR WITHIN THIRTY (30) DAYS
FOLLOWING THE CLOSING DATE, THE LOCKBOX ACCOUNTS SHALL BE THE ONLY
21
ACCOUNTS TO WHICH COLLECTIONS ON THE SALE ASSETS ARE SENT.
THE SELLER HAS NOT
GRANTED ANY PERSON AN INTEREST IN THE LOCKBOX ACCOUNTS, EXCEPT AS CONTEMPLATED
BY THE TRANSACTION DOCUMENTS.
(Q)
TRADE NAMES. FAIR HAS NO TRADE NAMES,
FICTITIOUS NAMES, ASSUMED NAMES OR "DOING BUSINESS AS" NAMES OR OTHER NAMES
UNDER WHICH IT HAS DONE OR IS DOING BUSINESS.
(R)
SALE AGREEMENT. THIS AGREEMENT IS THE ONLY
AGREEMENT OR ARRANGEMENT PURSUANT TO WHICH THE SELLER SELLS THE SALE ASSETS TO
THE BUYER.
(S)
VALUE GIVEN. THE BUYER SHALL HAVE GIVEN
REASONABLY EQUIVALENT VALUE TO THE SELLER IN CONSIDERATION FOR THE TRANSFER TO
THE BUYER OF THE SALE ASSETS AS CONTEMPLATED BY THIS AGREEMENT. NO SUCH TRANSFER
SHALL HAVE BEEN MADE FOR OR ON ACCOUNT OF AN ANTECEDENT DEBT OWED BY THE SELLER
TO THE BUYER, AND NO SUCH TRANSFER IS OR MAY BE VOIDABLE OR SUBJECT TO AVOIDANCE
AS TO THE SELLER UNDER ANY SECTION OF THE BANKRUPTCY CODE.
(T)
ACCOUNTING. FAIR ACCOUNTS FOR THE
TRANSFERS TO THE BUYER OF INTERESTS IN SALE ASSETS AS A SALE FOR LEGAL PURPOSES
ON ITS BOOKS, RECORDS AND FINANCIAL STATEMENTS, IN EACH CASE IN ACCORDANCE WITH
GAAP.
(U)
INVESTMENT COMPANY ACT. FAIR IS NOT, AND IS
NOT CONTROLLED BY, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF, OR IS EXEMPT
FROM THE PROVISIONS OF, THE 1940 ACT, AS AMENDED.
(V)
ERISA. NEITHER FAIR NOR ANY ERISA AFFILIATE
THEREOF HAS ANY BENEFIT PLANS OR MULTIEMPLOYER PLANS.
(W)
COMPLIANCE WITH LAW. THE SELLER HAS COMPLIED IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS TO WHICH IT MAY BE SUBJECT, AND
NO RECEIVABLE IN THE SALE ASSETS CONTRAVENES IN ANY MATERIAL RESPECT ANY
APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, ALL APPLICABLE LAWS RELATING TO
PREDATORY AND ABUSIVE LENDING AND ALL LAWS, RULES AND REGULATIONS RELATING TO
LICENSING, TRUTH IN LENDING, FAIR CREDIT BILLING, FAIR CREDIT REPORTING, EQUAL
CREDIT OPPORTUNITY, FAIR DEBT COLLECTION PRACTICES AND PRIVACY) IN EACH CASE
EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(X)
COLLECTIONS. THE SELLER ACKNOWLEDGES THAT
ANY COLLECTIONS RECEIVED BY IT OR ITS AFFILIATES WITH RESPECT TO THE SALE ASSETS
ARE HELD AND SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE BUYER UNTIL DEPOSITED
INTO THE COLLECTION ACCOUNT WITHIN ONE BUSINESS DAY AFTER RECEIPT AS REQUIRED
HEREIN.
(Y)
SET-OFF, ETC. NO SALE ASSETS