BEFORE ANY GOVERNMENTAL AUTHORITY (I) ASSERTING THE
INVALIDITY OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENT TO WHICH THE BORROWER
IS A PARTY, (II) SEEKING TO PREVENT THE CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY TRANSACTION DOCUMENT TO WHICH THE BORROWER
IS A PARTY OR (III) SEEKING ANY DETERMINATION OR RULING THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(G)
ALL CONSENTS REQUIRED.
ALL MATERIAL
APPROVALS, AUTHORIZATIONS, CONSENTS, ORDERS OR OTHER ACTIONS OF ANY PERSON OR OF
ANY GOVERNMENTAL AUTHORITY (IF ANY) REQUIRED IN CONNECTION WITH THE DUE
EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS AGREEMENT AND ANY
TRANSACTION DOCUMENT TO WHICH THE BORROWER IS A PARTY, HAVE BEEN OBTAINED.
(H)
REPORTS ACCURATE.
ALL MONTHLY REPORTS (IF
PREPARED BY THE 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
38
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