AT THE ADDRESS OF THE BORROWER
REFERRED TO IN SECTION 12.2 HEREOF (OR AT SUCH OTHER LOCATIONS AS TO WHICH THE
NOTICE AND OTHER REQUIREMENTS SPECIFIED IN SECTION 5.1(M) SHALL HAVE BEEN
SATISFIED).
(P)
TRADENAMES.
THE BORROWER HAS NO TRADE NAMES, FICTITIOUS NAMES,
ASSUMED NAMES OR "DOING BUSINESS AS" NAMES OR OTHER NAMES UNDER WHICH IT HAS
DONE OR IS DOING BUSINESS.
(Q)
PURCHASE AGREEMENT.
THE PURCHASE AGREEMENT IS THE ONLY AGREEMENT
PURSUANT TO WHICH THE BORROWER ACQUIRES COLLATERAL (OTHER THAN THE HEDGE
COLLATERAL).
(R)
VALUE GIVEN.
THE BORROWER GAVE REASONABLY EQUIVALENT VALUE TO
THE ORIGINATOR IN CONSIDERATION FOR THE TRANSFER TO THE BORROWER OF THE
TRANSFERRED LOANS UNDER THE PURCHASE AGREEMENT, NO SUCH TRANSFER WAS MADE FOR OR
ON ACCOUNT OF AN ANTECEDENT DEBT OWED BY THE ORIGINATOR TO THE BORROWER, AND NO
SUCH TRANSFER IS VOIDABLE OR SUBJECT TO AVOIDANCE UNDER ANY INSOLVENCY LAW.
(S)
ACCOUNTING.
THE BORROWER ACCOUNTS FOR THE TRANSFERS TO IT FROM
THE ORIGINATOR OF INTERESTS IN THE LOANS UNDER THE PURCHASE AGREEMENT AS SALES
OF SUCH LOANS IN ITS BOOKS, RECORDS AND FINANCIAL STATEMENTS, IN EACH CASE
CONSISTENT WITH GAAP.
(T)
SEPARATE ENTITY.
THE BORROWER IS OPERATED AS AN ENTITY WITH
ASSETS AND LIABILITIES DISTINCT FROM THOSE OF THE ORIGINATOR AND ANY AFFILIATES
THEREOF (OTHER THAN THE BORROWER), AND THE BORROWER HEREBY ACKNOWLEDGES THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS ARE ENTERING INTO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT IN RELIANCE UPON THE BORROWER'S IDENTITY AS A
SEPARATE LEGAL ENTITY FROM THE ORIGINATOR AND FROM EACH SUCH OTHER AFFILIATE OF
THE ORIGINATOR.
(U)
INVESTMENTS.
EXCEPT FOR SUPPLEMENTAL INTERESTS OR SUPPLEMENTAL
INTERESTS THAT CONVERT INTO AN EQUITY INTEREST IN ANY PERSON, THE BORROWER DOES
NOT OWN OR HOLD DIRECTLY OR INDIRECTLY, ANY CAPITAL STOCK OR EQUITY SECURITY OF,
OR ANY EQUITY INTEREST IN, ANY PERSON.
(V)
BUSINESS.
SINCE ITS FORMATION, THE BORROWER HAS CONDUCTED NO
BUSINESS OTHER THAN THE PURCHASE AND RECEIPT OF LOANS AND RELATED PROPERTY FROM
THE ORIGINATOR
55
UNDER THE PURCHASE AGREEMENT, THE BORROWING OF FUNDS UNDER THIS AGREEMENT AND
SUCH OTHER ACTIVITIES AS ARE INCIDENTAL TO THE FOREGOING.
(W)
ERISA.
THE BORROWER IS IN COMPLIANCE WITH ERISA AND HAS NOT
INCURRED AND DOES NOT EXPECT TO INCUR ANY LIABILITIES (EXCEPT FOR PREMIUM
PAYMENTS ARISING IN THE ORDINARY COURSE OF BUSINESS) PAYABLE TO THE PENSION
BENEFIT GUARANTY CORPORATION UNDER ERISA.
(X)
INVESTMENT COMPANY ACT.
(I)
THE BORROWER REPRESENTS AND WARRANTS THAT THE BORROWER IS EXEMPT AND WILL
REMAIN EXEMPT FROM REGISTRATION AS AN "INVESTMENT COMPANY" WITHIN THE MEANING OF
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT").
(II)
THE BUSINESS AND OTHER ACTIVITIES OF THE BORROWER, INCLUDING BUT NOT
LIMITED TO, THE MAKING OF THE ADVANCES BY THE LENDERS, THE APPLICATION OF THE
PROCEEDS AND REPAYMENT THEREOF BY THE BORROWER AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS TO WHICH THE BORROWER IS
A PARTY DO NOT NOW AND WILL NOT AT ANY TIME RESULT IN ANY VIOLATIONS, WITH
RESPECT TO THE BORROWER, OF THE