COLLATERAL IS OWNED BY THE
BORROWER FREE AND CLEAR OF ANY LIENS EXCEPT FOR PERMITTED LIENS AS PROVIDED
HEREIN, AND THE ADMINISTRATIVE AGENT, AS AGENT FOR THE SECURED PARTIES, HAS A
VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL THEN
EXISTING OR THEREAFTER ARISING, FREE AND CLEAR OF ANY LIENS EXCEPT FOR PERMITTED
LIENS. NO EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR IN EFFECT
COVERING ANY COLLATERAL IS ON FILE IN ANY RECORDING OFFICE EXCEPT SUCH AS MAY BE
FILED IN FAVOR OF THE ADMINISTRATIVE AGENT RELATING TO THIS AGREEMENT OR
REFLECTING THE TRANSFER OF THE COLLATERAL FROM THE ORIGINATOR TO THE BORROWER.
(N)
SECURITY INTEREST. THE BORROWER HAS GRANTED
A SECURITY INTEREST (AS DEFINED IN THE UCC) TO THE ADMINISTRATIVE AGENT, AS
AGENT FOR THE SECURED PARTIES, IN THE COLLATERAL, WHICH IS ENFORCEABLE IN
ACCORDANCE WITH APPLICABLE LAW. ALL FILINGS (INCLUDING, WITHOUT LIMITATION, SUCH
43
UCC FILINGS) AS ARE NECESSARY IN ANY JURISDICTION TO PERFECT THE INTEREST OF THE
ADMINISTRATIVE AGENT AS AGENT FOR THE SECURED PARTIES, IN THE COLLATERAL HAVE
BEEN MADE.
(O)
LOCATION OF OFFICES. THE BORROWER'S
JURISDICTION OF ORGANIZATION, PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE
OFFICE AND THE OFFICE WHERE THE BORROWER KEEPS ALL THE RECORDS IS LOCATED AT THE
ADDRESS OF THE BORROWER REFERRED TO IN SECTION 12.2 HEREOF (OR AT SUCH OTHER
LOCATIONS AS TO WHICH THE NOTICE AND OTHER REQUIREMENTS SPECIFIED IN SECTION
5.1(M) SHALL HAVE BEEN SATISFIED).
(P)
TRADENAMES. THE BORROWER 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.
(Q)
PURCHASE AGREEMENT. THE PURCHASE AGREEMENT
IS THE ONLY AGREEMENT PURSUANT TO WHICH THE BORROWER ACQUIRES COLLATERAL (OTHER
THAN THE HEDGE COLLATERAL).
(R)
VALUE GIVEN. THE BORROWER GAVE REASONABLY
EQUIVALENT VALUE TO THE ORIGINATOR IN CONSIDERATION FOR THE TRANSFER TO THE
BORROWER OF THE TRANSFERRED LOANS UNDER THE PURCHASE AGREEMENT, NO SUCH TRANSFER
WAS MADE FOR OR ON ACCOUNT OF AN ANTECEDENT DEBT OWED BY THE ORIGINATOR TO THE
BORROWER, AND NO SUCH TRANSFER IS VOIDABLE OR SUBJECT TO AVOIDANCE UNDER ANY
INSOLVENCY LAW.
(S)
ACCOUNTING. THE BORROWER ACCOUNTS FOR THE
TRANSFERS TO IT FROM THE ORIGINATOR OF INTERESTS IN THE LOANS UNDER THE PURCHASE
AGREEMENT AS SALES OF SUCH LOANS IN ITS BOOKS, RECORDS AND FINANCIAL STATEMENTS,
IN EACH CASE CONSISTENT WITH GAAP.
(T)
SEPARATE ENTITY. THE BORROWER IS OPERATED
AS AN ENTITY WITH ASSETS AND LIABILITIES DISTINCT FROM THOSE OF THE ORIGINATOR
AND ANY AFFILIATES THEREOF (OTHER THAN THE BORROWER), AND THE BORROWER HEREBY
ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND THE LENDERS ARE ENTERING INTO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN RELIANCE UPON THE BORROWER'S
IDENTITY AS A SEPARATE LEGAL ENTITY FROM THE ORIGINATOR AND FROM EACH SUCH OTHER
AFFILIATE OF THE ORIGINATOR.
(U)
INVESTMENTS. EXCEPT FOR SUPPLEMENTAL
INTERESTS OR SUPPLEMENTAL INTERESTS THAT CONVERT INTO AN EQUITY INTEREST IN ANY
PERSON, THE BORROWER DOES NOT OWN OR HOLD DIRECTLY OR INDIRECTLY, ANY CAPITAL
STOCK OR EQUITY SECURITY OF, OR