BORROWER, OR TO THE EXTENT THAT INFORMATION CONTAINED THEREIN IS SUPPLIED BY THE
BORROWER), INFORMATION, EXHIBIT, FINANCIAL STATEMENT, DOCUMENT, BOOK, RECORD OR
REPORT FURNISHED OR TO BE FURNISHED BY THE BORROWER TO THE ADMINISTRATIVE AGENT
OR A LENDER IN CONNECTION WITH THIS AGREEMENT ARE TRUE, COMPLETE AND ACCURATE IN
ALL MATERIAL RESPECTS.
(I)
SOLVENCY.
THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT AND
EACH TRANSACTION DOCUMENT TO WHICH THE BORROWER IS A PARTY DO NOT AND WILL NOT
RENDER THE BORROWER NOT SOLVENT.
(J)
SELECTION PROCEDURES.
NO PROCEDURES BELIEVED BY THE BORROWER TO
BE MATERIALLY ADVERSE TO THE INTERESTS OF THE SECURED PARTIES WERE UTILIZED BY
THE BORROWER IN IDENTIFYING AND/OR SELECTING THE LOANS THAT ARE PART OF THE
COLLATERAL.
(K)
TAXES.
THE BORROWER HAS FILED OR CAUSED TO BE FILED ALL TAX
RETURNS REQUIRED TO BE FILED BY IT.
THE BORROWER HAS PAID ALL TAXES AND ALL
ASSESSMENTS MADE AGAINST IT OR ANY OF ITS PROPERTY (OTHER THAN ANY AMOUNT OF TAX
THE VALIDITY OF WHICH IS CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND WITH RESPECT TO WHICH RESERVES IN ACCORDANCE WITH GAAP HAVE BEEN
PROVIDED ON THE BOOKS OF THE BORROWER), AND NO TAX LIEN HAS BEEN FILED AND, TO
THE BORROWER'S KNOWLEDGE, NO CLAIM IS BEING ASSERTED, WITH RESPECT TO ANY SUCH
TAX, FEE OR OTHER CHARGE.
(L)
AGREEMENTS ENFORCEABLE.
THIS AGREEMENT AND EACH TRANSACTION
DOCUMENT TO WHICH THE BORROWER IS A PARTY CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATION OF THE BORROWER ENFORCEABLE AGAINST THE BORROWER IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE
LIMITED BY INSOLVENCY LAWS AND EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
GENERAL PRINCIPLES OF EQUITY (WHETHER CONSIDERED IN A SUIT AT LAW OR IN EQUITY).
(M)
NO LIENS.
THE 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
54
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 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