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
SECTION 2.1 AND SECTION 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
SECTION 2.1 AND SECTION 2.2 IS AN ELIGIBLE LOAN.
56
SECTION 4.2
JOINT REPRESENTATIONS AND WARRANTIES REGARDING ORDINARY
COURSE OF BUSINESS.
(A)
EACH OF THE BORROWER AND THE ADMINISTRATIVE AGENT REPRESENTS AND
WARRANTS AS TO ITSELF THAT EACH REMITTANCE OF COLLECTIONS BY THE BORROWER TO THE
ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THIS AGREEMENT WILL HAVE BEEN
(I) IN PAYMENT OF A DEBT INCURRED BY THE BORROWER IN THE ORDINARY COURSE OF
BUSINESS OR FINANCIAL AFFAIRS OF THE BORROWER AND THE ADMINISTRATIVE AGENT AND
(II) MADE IN THE ORDINARY COURSE OF BUSINESS OR FINANCIAL AFFAIRS OF THE
BORROWER AND THE ADMINISTRATIVE AGENT.
(B)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 4.2
AND SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
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