OF THE PROVISIONS OF THE 1940 ACT OR ANY RULES,
REGULATIONS OR ORDERS ISSUED BY THE SEC THEREUNDER.
(Y)
GOVERNMENT REGULATIONS.
THE BORROWER IS NOT ENGAGED IN THE
BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING" ANY
"MARGIN SECURITY," AS SUCH TERMS ARE DEFINED IN REGULATION U OF THE FEDERAL
RESERVE BOARD AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT (SUCH SECURITIES
BEING REFERRED TO HEREIN AS "MARGIN STOCK").
THE BORROWER OWNS NO MARGIN STOCK,
AND NO PORTION OF THE PROCEEDS OF ANY ADVANCE HEREUNDER WILL BE USED, DIRECTLY
OR INDIRECTLY, FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK, FOR
THE PURPOSE OF REDUCING OR RETIRING ANY INDEBTEDNESS THAT WAS ORIGINALLY
INCURRED TO PURCHASE OR CARRY ANY MARGIN STOCK OR FOR ANY OTHER PURPOSE THAT
MIGHT CAUSE ANY PORTION OF SUCH PROCEEDS TO BE CONSIDERED A "PURPOSE CREDIT"
WITHIN THE MEANING OF REGULATION T, U OR X OF THE FEDERAL RESERVE BOARD.
THE
BORROWER WILL NOT TAKE OR PERMIT TO BE TAKEN ANY ACTION THAT MIGHT CAUSE ANY
RELATED DOCUMENT TO VIOLATE ANY REGULATION OF THE FEDERAL RESERVE BOARD.
(Z)
ELIGIBILITY OF LOANS.
AS OF THE EFFECTIVE DATE, (I) THE LOAN
LIST AND THE INFORMATION CONTAINED IN THE BORROWER NOTICE DELIVERED PURSUANT TO
SECTIONS 2.1 AND 2.2 IS AN ACCURATE AND COMPLETE LISTING IN ALL MATERIAL
RESPECTS OF ALL THE LOANS THAT ARE PART OF THE COLLATERAL AS OF THE EFFECTIVE
DATE, AND THE INFORMATION CONTAINED THEREIN WITH RESPECT TO THE IDENTITY OF SUCH
LOANS AND THE AMOUNTS OWING THEREUNDER IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH DATE AND (II) EACH SUCH LOAN IS AN ELIGIBLE LOAN.
ON EACH
FUNDING DATE, THE BORROWER SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ANY
ADDITIONAL LOAN REFERENCED ON THE RELATED BORROWER NOTICE DELIVERED PURSUANT TO
SECTIONS 2.1 AND 2.2 IS AN ELIGIBLE LOAN.
ARTICLE V
GENERAL COVENANTS OF THE BORROWER
SECTION 5.1
COVENANTS OF THE BORROWER.
The Borrower hereby covenants that:
(A)
COMPLIANCE WITH LAWS.
THE BORROWER WILL COMPLY IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS, INCLUDING THOSE WITH RESPECT TO THE LOANS IN
THE COLLATERAL AND ANY RELATED PROPERTY.
(B)
PRESERVATION OF CORPORATE EXISTENCE.
THE BORROWER WILL PRESERVE
AND MAINTAIN ITS EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES IN THE
JURISDICTION OF ITS FORMATION, AND QUALIFY AND REMAIN QUALIFIED IN GOOD STANDING
IN EACH JURISDICTION WHERE THE FAILURE TO MAINTAIN SUCH
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EXISTENCE, RIGHTS, FRANCHISES, PRIVILEGES AND QUALIFICATION HAS HAD, OR COULD
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
(C)
SECURITY INTERESTS.
EXCEPT AS CONTEMPLATED IN THIS AGREEMENT, THE
BORROWER WILL NOT SELL, PLEDGE, ASSIGN OR TRANSFER TO ANY OTHER PERSON, OR
GRANT, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN ON ANY LOAN OR RELATED
PROPERTY THAT IS PART OF THE COLLATERAL, WHETHER NOW EXISTING OR HEREAFTER
TRANSFERRED HEREUNDER, OR ANY INTEREST THEREIN.
THE BORROWER WILL PROMPTLY
NOTIFY THE ADMINISTRATIVE AGENT OF THE EXISTENCE OF ANY LIEN ON ANY LOAN OR
RELATED PROPERTY THAT IS PART