INFORMATION
HEREAFTER FURNISHED BY THE BORROWER TO ANY LENDER, ANY BANK INVESTOR, THE AGENT,
THE SURETY PROVIDER OR ANY MANAGING AGENT WILL BE, TRUE AND ACCURATE IN EVERY
MATERIAL RESPECT ON THE DATE SUCH INFORMATION IS STATED OR CERTIFIED.
(G)
TAX STATUS.
THE BORROWER HAS FILED ALL TAX
RETURNS (FEDERAL, STATE, AND LOCAL) REQUIRED TO BE FILED AND HAS PAID OR MADE
ADEQUATE PROVISION FOR THE PAYMENT OF ALL TAXES, ASSESSMENTS, AND OTHER
GOVERNMENTAL CHARGES.
(H)
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS
WILL BE USED SOLELY TO PURCHASE ACCOUNTS AND TO PAY OTHER AMOUNTS EXPRESSLY
PERMITTED UNDER THE TERMS AND CONDITIONS OF THE OPERATIVE DOCUMENTS.
(I)
PLACE OF BUSINESS.
THE CHIEF PLACE OF
BUSINESS OF THE BORROWER IS LOCATED AT THE ADDRESS OF THE BORROWER INDICATED IN
SECTION 8.3 HEREOF AND ALL OF THE BORROWER'S RECORDS ARE KEPT AT THE OFFICES OF
THE COLLATERAL AGENT.
(J)
NATURE OF ACCOUNTS.
EACH ACCOUNT TO BE
PURCHASED WITH THE PROCEEDS OF A LOAN IS AN ELIGIBLE ACCOUNT AND AN "ELIGIBLE
ASSET" AS DEFINED IN RULE 3A-7 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED.
(K)
NO EVENT OF DEFAULT OR FACILITY TERMINATION
EVENT.
NO EVENT HAS OCCURRED AND IS CONTINUING AND NO CONDITION EXISTS WHICH
CONSTITUTES AN EVENT OF DEFAULT OR FACILITY TERMINATION EVENT OR, TO THE
KNOWLEDGE OF THE BORROWER, A POTENTIAL EVENT OF DEFAULT OR POTENTIAL FACILITY
TERMINATION EVENT.
(L)
NOT AN INVESTMENT COMPANY.
THE BORROWER
IS NOT AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT
OF 1940, AS AMENDED, OR IS EXEMPT FROM ALL PROVISIONS OF SUCH ACT.
(M)
ERISA.
THE BORROWER IS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ERISA AND NO LIEN IN FAVOR OF THE PENSION BENEFIT
GUARANTY CORPORATION ON ANY OF THE ACCOUNTS EXISTS.
(N)
BENEFICIAL OWNERSHIP.
THE DEPOSITOR HOLDS A
100% BENEFICIAL OWNERSHIP IN THE BORROWER.
(O)
DEBT FOR TAX.
THE BORROWER WILL TREAT THE
LOANS AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.
(P)
UNACCEPTABLE INVESTMENT.
THE BORROWER HAS
NO KNOWLEDGE OF ANY MATERIAL CIRCUMSTANCE OR CONDITION WITH RESPECT TO THE
ACCOUNTS, THE OBLIGORS, OR THE CREDIT STANDING OF THE OBLIGORS THAT COULD
REASONABLY BE EXPECTED TO CAUSE AN ACCOUNT TO BE AN UNACCEPTABLE INVESTMENT OR
ADVERSELY AFFECT THE VALUE OF ANY ACCOUNT.
(Q)
ACTION, ERROR, OMISSION, ETC.
TO THE
KNOWLEDGE OF THE BORROWER, NO MATERIAL ACTION, ERROR, OMISSION,
MISREPRESENTATION, NEGLIGENCE, FRAUD, OR SIMILAR OCCURRENCE WITH RESPECT TO AN
ACCOUNT HAS TAKEN PLACE ON THE PART OF ANY PERSON, INCLUDING, WITHOUT
LIMITATION,
18
ANY OBLIGOR, THE DEPOSITOR, THE ORIGINATOR OR ELIGIBLE ORIGINATOR, ANY
APPRAISER, ANY BUILDER, OR DEVELOPER, OR ANY OTHER PARTY INVOLVED IN THE
ORIGINATION OF THE ACCOUNTS OR IN THE APPLICATION OF INSURANCE IN RELATION TO
SUCH ACCOUNTS.
(R)
NO LITIGATION.
THERE ARE NO ACTIONS,
SUITS, OR PROCEEDINGS PENDING, OR TO THE KNOWLEDGE OF THE BORROWER, THREATENED
AGAINST OR AFFECTING THE BORROWER OR ANY AFFILIATE OF THE BORROWER OR THEIR
RESPECTIVE PROPERTIES, IN OR BEFORE ANY COURT, ARBITRATOR, OR OTHER BODY WHICH
QUESTION THE VALIDITY OF