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 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 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
SURETY PROVIDER, ANY LENDER, ANY BANK INVESTOR, THE AGENT OR ANY MANAGING AGENT
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 ANY LENDER, ANY BANK INVESTOR, THE AGENT, THE SURETY PROVIDER OR ANY
MANAGING AGENT WILL BE, TRUE AND ACCURATE IN EVERY MATERIAL RESPECT ON THE DATE
SUCH INFORMATION IS STATED OR CERTIFIED.
(G)
TAX STATUS.
THE BORROWER HAS FILED ALL TAX RETURNS (FEDERAL,
STATE, AND LOCAL) REQUIRED TO BE FILED AND HAS 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.
(I)
PLACE OF BUSINESS.
THE CHIEF PLACE OF BUSINESS OF THE BORROWER
IS LOCATED AT THE ADDRESS OF THE BORROWER INDICATED IN SECTION 8.3 HEREOF AND
ALL OF THE BORROWER'S RECORDS ARE KEPT AT THE OFFICES OF THE CUSTODIAN.
(J)
NATURE OF ACCOUNTS.
EACH ACCOUNT TO BE PURCHASED WITH THE
PROCEEDS OF A LOAN IS AN ELIGIBLE ACCOUNT AND AN "ELIGIBLE ASSET" AS DEFINED IN
RULE 3A-7 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(K)
NO EVENT OF DEFAULT OR FACILITY TERMINATION EVENT.
NO EVENT HAS
OCCURRED AND IS CONTINUING AND NO CONDITION EXISTS WHICH CONSTITUTES AN EVENT OF
DEFAULT OR FACILITY TERMINATION EVENT OR, TO THE KNOWLEDGE OF THE BORROWER, A
POTENTIAL EVENT OF