IN GOOD STANDING UNDER THE LAWS OF EACH
JURISDICTION WHERE THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION.
(B)
AUTHORIZATION AND CONTRAVENTION.
THE EXECUTION, DELIVERY, AND
PERFORMANCE BY THE BORROWER OF THIS LOAN AGREEMENT, THE VFN, AND THE OTHER
OPERATIVE DOCUMENTS TO WHICH THE BORROWER IS A PARTY ARE WITHIN THE BORROWER'S
POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION, REQUIRE NO ACTION BY
OR IN RESPECT OF, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY, AND DO NOT
CONTRAVENE, OR CONSTITUTE A DEFAULT UNDER, ANY PROVISION OF APPLICABLE LAW OR
REGULATION OR ANY OTHER OPERATIVE DOCUMENT TO WHICH THE BORROWER IS A PARTY,
16
OR OF ANY AGREEMENT, JUDGMENT, INJUNCTION, ORDER, DECREE OR OTHER INSTRUMENT
BINDING UPON THE BORROWER, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN
ON ASSETS OF THE BORROWER.
(C)
BINDING EFFECT.
THIS LOAN AGREEMENT AND THE VFN CONSTITUTE THE
LEGAL, VALID, AND BINDING OBLIGATIONS OF THE BORROWER, ENFORCEABLE IN ACCORDANCE
WITH THEIR TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM, OR
OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS.
(D)
PERFECTION.
AT ALL TIMES, THE BORROWER SHALL BE THE OWNER OF ALL
OF THE COLLATERAL, FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES, SECURITY
INTERESTS, PREFERENCES, OR OTHER SECURITY ARRANGEMENT OF ANY KIND OR NATURE
WHATSOEVER (OTHER THAN THOSE CREATED OR PERMITTED BY THE OPERATIVE DOCUMENTS),
AND ALL MORTGAGES, FINANCING STATEMENTS, AND OTHER DOCUMENTS REQUIRED TO BE
RECORDED OR FILED IN ORDER TO PERFECT AND PROTECT THE COLLATERAL AGAINST ALL
CREDITORS OF AND PURCHASERS FROM THE BORROWER WILL HAVE BEEN DULY AND TIMELY
FILED IN EACH FILING OFFICE NECESSARY FOR SUCH PURPOSE AND ALL FILING FEES AND
TAXES, IF ANY, PAYABLE IN CONNECTION WITH SUCH FILINGS SHALL HAVE BEEN PAID IN
FULL.
(E)
GOOD TITLE.
AT ALL TIMES, THE TRUSTEE, FOR THE BENEFIT OF THE
SECURED PARTIES, SHALL HAVE A VALID AND PERFECTED FIRST-PRIORITY SECURITY
INTEREST IN THE COLLATERAL FREE AND CLEAR OF ANY ADVERSE CLAIM, OTHER THAN ANY
CLAIMS MADE THROUGH THE TRUSTEE OR THE SECURED PARTIES.
(F)
ACCURACY OF INFORMATION.
ALL INFORMATION HERETOFORE FURNISHED BY
THE BORROWER OR ANY AFFILIATE OF THE BORROWER (INCLUDING, WITHOUT LIMITATION,
ANY INFORMATION DELIVERED PURSUANT TO SECTIONS 2.10 AND 5.1 HEREOF) TO THE
LENDER, ANY BANK INVESTOR, THE AGENT OR THE ADMINISTRATIVE TRUSTEE FOR PURPOSES
OF OR IN CONNECTION WITH THIS LOAN AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED
HEREBY IS, AND ALL SUCH INFORMATION HEREAFTER FURNISHED BY THE BORROWER TO THE
LENDER, ANY BANK INVESTOR, THE AGENT OR THE ADMINISTRATIVE TRUSTEE WILL BE, TRUE
AND ACCURATE IN EVERY MATERIAL RESPECT ON THE DATE SUCH INFORMATION IS STATED OR
CERTIFIED.
(G)
TAX STATUS.
THE BORROWER HAS TIMELY FILED ALL TAX RETURNS
(FEDERAL, STATE, AND LOCAL) REQUIRED TO BE FILED AND HAS TIMELY 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.