AGREEMENT).
(C)
IN ADDITION TO AUTOMATIC EXTENSIONS DESCRIBED IN SECTION 3.7(B),
THE PARENT MAY REQUEST THAT THE BUYER ARRANGE FOR THE EXTENSION OF A LETTER OF
CREDIT WITH A FIXED EXPIRATION DATE, WHEREUPON THE BUYER SHALL ARRANGE FOR THE
EXTENSION OF THE EXPIRATION DATE OF SUCH LETTER OF CREDIT, AND THE BUYER SHALL
OBTAIN AND DELIVER SUCH EXTENSION.
IF THE APPLICABLE LC ISSUER AGREES TO SUCH
EXTENSION, THE PARENT SHALL PAY THE BUYER THE LC COMMISSION (WHICH PAYMENT MAY
BE MADE IN CASH, BY REDUCTION OF THE OUTSTANDING BALANCE OF THE BUYER NOTE OWING
TO THE PARENT, OR THROUGH REDUCTION OF THE PURCHASE PRICE OTHERWISE PAYABLE TO
THE PARENT ON SUCH DATE BY THE BUYER PURSUANT TO THIS AGREEMENT).
ARTICLE IV
CONDITIONS TO PURCHASES
SECTION 4.1
CERTIFICATION AS TO REPRESENTATIONS AND WARRANTIES.
EACH SELLER, BY ACCEPTING THE PURCHASE PRICE PAID FOR EACH PURCHASE, SHALL BE
DEEMED TO HAVE CERTIFIED, WITH RESPECT TO THE RECEIVABLES AND RELATED ASSETS TO
BE SOLD BY IT ON SUCH DAY, THAT ITS REPRESENTATIONS AND WARRANTIES CONTAINED IN
ARTICLE V ARE TRUE AND CORRECT ON AND AS OF SUCH DAY, WITH THE SAME EFFECT AS
THOUGH MADE ON AND AS OF SUCH DAY.
10
SECTION 4.2
EFFECT OF PAYMENT OF PURCHASE PRICE.
UPON THE
PAYMENT OF THE PURCHASE PRICE (WHETHER IN CASH, BY AN INCREASE IN A BUYER NOTE,
OR BY ISSUANCE OF A LETTER OF CREDIT, IN EACH CASE PURSUANT TO SECTION 3.1) FOR
ANY PURCHASE, TITLE TO THE RECEIVABLES AND THE RELATED ASSETS INCLUDED IN THE
PURCHASE SHALL VEST IN BUYER, WHETHER OR NOT THE CONDITIONS PRECEDENT TO THE
PURCHASE WERE IN FACT SATISFIED; PROVIDED, HOWEVER, THAT BUYER SHALL NOT BE
DEEMED TO HAVE WAIVED ANY CLAIM IT MAY HAVE UNDER THIS AGREEMENT FOR THE FAILURE
BY A SELLER IN FACT TO SATISFY ANY SUCH CONDITION PRECEDENT.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
SECTION 5.1
REPRESENTATIONS AND WARRANTIES OF THE SELLERS.
IN
ORDER TO INDUCE BUYER TO ENTER INTO THIS AGREEMENT AND TO MAKE PURCHASES
HEREUNDER, EACH SELLER HEREBY MAKES, WITH RESPECT TO ITSELF, THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN THIS SECTION AT THE TIMES AND TO THE EXTENT SET
FORTH IN SECTION 4.2 (IT BEING UNDERSTOOD THAT ONLY THE PARENT MAKES THE
REPRESENTATIONS AND WARRANTIES SET FORTH BELOW WITH RESPECT TO THE CONTRIBUTED
RECEIVABLES, IF ANY, AND RELATED ASSETS WITH RESPECT THERETO).
(A)
CORPORATE EXISTENCE AND POWER. THE SELLER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING, UNDER THE LAWS OF ITS STATE OF
INCORPORATION AND HAS ALL CORPORATE POWER AND AUTHORITY AND ALL GOVERNMENTAL
LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS REQUIRED TO CARRY ON ITS
BUSINESS IN EACH JURISDICTION IN WHICH ITS BUSINESS IS NOW CONDUCTED, EXCEPT
WHERE, FAILURE TO OBTAIN SUCH LICENSE, AUTHORIZATION, CONSENT OR APPROVAL WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT ON (I) ITS ABILITY TO PERFORM ITS OBLIGATIONS
UNDER, OR THE ENFORCEABILITY OF, ANY TRANSACTION DOCUMENT, (II) ITS BUSINESS OR
FINANCIAL CONDITION, (III) THE INTERESTS OF THE PURCHASER AGENTS OR ANY
PURCHASER UNDER ANY TRANSACTION