NOT INCLUDE ANY AMOUNT IN RESPECT OF OTHER GOODS OR
SERVICES PROVIDED BY THE APPLICABLE SELLER TO THE ACCOUNT DEBTOR, OTHER THAN FOR
ANY DELIVERY CHARGES.
(VIII)
PERFECTION. EACH SELLER HAS CAUSED THE FILING OF ALL APPROPRIATE
FINANCING STATEMENTS IN THE PROPER FILING OFFICE IN THE APPROPRIATE
JURISDICTIONS UNDER APPLICABLE LAW IN ORDER TO PERFECT ANY SECURITY INTEREST
GRANTED BY ANY ACCOUNT DEBTOR IN PROPERTY SECURING THE RELATED RECEIVABLES.
(IX)
PRIORITY. OTHER THAN THE OWNERSHIP INTERESTS TRANSFERRED TO BUYER
PURSUANT TO THIS AGREEMENT, NO SELLER HAS PLEDGED, ASSIGNED, SOLD, GRANTED A
SECURITY INTEREST IN, OR OTHERWISE CONVEYED ANY OF THE TRANSFERRED ASSETS EXCEPT
AS PERMITTED BY THIS AGREEMENT. NO SELLER HAS AUTHORIZED THE FILING OF AND NO
SELLER IS AWARE OF ANY FINANCING STATEMENTS AGAINST SUCH SELLER THAT INCLUDE A
DESCRIPTION OF COLLATERAL COVERING THE TRANSFERRED ASSETS OTHER THAN ANY
FINANCING STATEMENT THAT HAS BEEN TERMINATED. NONE OF THE CHATTEL PAPER THAT
CONSTITUTES OR EVIDENCES THE RECEIVABLES HAS ANY MARKS OR NOTATIONS INDICATING
THAT THEY HAVE BEEN PLEDGED, ASSIGNED OR OTHERWISE CONVEYED TO ANY PERSON OTHER
THAN BUYER. NO SELLER IS AWARE OF ANY JUDGMENT LIEN IN EXCESS OF $100,000 THAT
IS FINAL, BINDING AND NOT SUBJECT TO APPEAL OR ERISA LIEN OR TAX LIEN FILINGS
AGAINST IT.
(X)
PERFORMANCE.
EACH SELLER HAS PERFORMED OR, TO THE EXTENT
APPLICABLE, WILL TIMELY PERFORM, ALL OF ITS MATERIAL OBLIGATIONS RELATING TO THE
TRANSFERRED RECEIVABLES AND, IN PARTICULAR AND WITHOUT LIMITATION, IT HAS
DELIVERED ALL PRODUCTS TO THE ACCOUNT DEBTOR AS ARE DUE AND REQUIRED WITH
RESPECT TO THE OUTSTANDING BALANCE OF THE TRANSFERRED RECEIVABLE.
(XI)
ACCOUNT DEBTOR PERFORMANCE.
NO AMOUNTS DUE WITH RESPECT TO THE
TRANSFERRED RECEIVABLES HAVE BEEN PAID IN ADVANCE.
NO ACCOUNT DEBTOR IS IN
BREACH OR DEFAULT UNDER ANY FINANCING AGREEMENT.
(XII)
FINANCING AGREEMENTS.
THE FINANCING AGREEMENT AND ANY OTHER
DOCUMENTS PROVIDED TO BUYER IN CONNECTION WITH A TRANSFERRED RECEIVABLE
(A) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE APPLICABLE SELLER AND THE
ACCOUNT DEBTOR IN RELATION TO THE FINANCING OF PRODUCTS UNDERLYING SUCH
TRANSFERRED RECEIVABLE; (B) REPRESENT THE LEGAL, VALID, BINDING AND ENFORCEABLE
OBLIGATION OF SUCH SELLER AND THE ACCOUNT DEBTOR; (C) COMPLY WITH ALL APPLICABLE
REQUIREMENTS OF LAW AND OTHER REQUIREMENTS FOR THEIR VALIDITY AND
ENFORCEABILITY; AND (D) REPRESENT A FINAL SALE.
(B)
UPON DISCOVERY BY ANY SELLER OR BUYER OF A BREACH OF ANY OF THE
REPRESENTATIONS AND WARRANTIES BY A SELLER SET FORTH IN THIS SECTION 4.1, THE
PARTY DISCOVERING SUCH BREACH SHALL GIVE PROMPT WRITTEN NOTICE TO THE OTHERS.
EACH SELLER, JOINTLY AND SEVERALLY, AGREES TO UNDERTAKE FORTHWITH TO CURE ANY
SUCH BREACH AND DILIGENTLY PROSECUTE SUCH CURE TO COMPLETION.
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(C)
IF (I) ANY REPRESENTATION OR WARRANTY OF A SELLER CONTAINED IN
SECTION 4.1(A) IS NOT TRUE AND CORRECT IN ANY MATERIAL RESPECT AS OF THE DATE
SPECIFIED THEREIN WITH RESPECT TO ANY TRANSFERRED RECEIVABLE AND AS A RESULT OF
SUCH BREACH BUYER'S INTEREST IN SUCH TRANSFERRED RECEIVABLE IS MATERIALLY AND
ADVERSELY AFFECTED, INCLUDING IF BUYER'S RIGHTS IN, TO OR UNDER SUCH TRANSFERRED
RECEIVABLES