GOOD
FAITH ON THE BASIS OF THE ASSUMPTIONS STATED THEREIN, WHICH ASSUMPTIONS WERE
FAIR IN LIGHT OF THE CONDITIONS
53
EXISTING AT THE TIME OF DELIVERY OF SUCH FORECASTS, AND REPRESENTED, AT THE TIME
OF DELIVERY, THE BORROWER'S BEST ESTIMATE OF ITS FUTURE FINANCIAL PERFORMANCE.
(I)
NEITHER THE INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION,
EXHIBIT OR REPORT FURNISHED BY OR ON BEHALF OF ANY LOAN PARTY TO ANY AGENT OR
ANY LENDER PARTY IN CONNECTION WITH THE NEGOTIATION AND SYNDICATION OF THE LOAN
DOCUMENTS OR PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS CONTAINED ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS MADE THEREIN NOT MISLEADING.
(J)
THE BORROWER IS NOT ENGAGED IN THE BUSINESS OF EXTENDING CREDIT
FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK, AND NO PROCEEDS OF ANY
ADVANCE OR DRAWINGS UNDER ANY LETTER OF CREDIT WILL BE USED TO PURCHASE OR CARRY
ANY MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR
CARRYING ANY MARGIN STOCK.
(K)
NEITHER ANY LOAN PARTY NOR ANY OF ITS SUBSIDIARIES IS AN
"INVESTMENT COMPANY", OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR "PRINCIPAL
UNDERWRITER" FOR, AN "INVESTMENT COMPANY", AS SUCH TERMS ARE DEFINED IN THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
NEITHER ANY LOAN PARTY NOR ANY OF
ITS SUBSIDIARIES IS A "HOLDING COMPANY", OR A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY", OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR OF A "SUBSIDIARY COMPANY"
OF A "HOLDING COMPANY", AS SUCH TERMS ARE DEFINED IN THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, AS AMENDED.
NEITHER THE MAKING OF ANY ADVANCES, NOR THE
ISSUANCE OF ANY LETTERS OF CREDIT, NOR THE APPLICATION OF THE PROCEEDS OR
REPAYMENT THEREOF BY THE BORROWER, NOR THE CONSUMMATION OF THE OTHER
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, WILL VIOLATE ANY
PROVISION OF ANY SUCH ACT OR ANY RULE, REGULATION OR ORDER OF THE SECURITIES AND
EXCHANGE COMMISSION THEREUNDER.
(L)
NEITHER ANY LOAN PARTY NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO
ANY INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY LEASE OR OTHER AGREEMENT OR
INSTRUMENT OR SUBJECT TO ANY CHARTER OR CORPORATE RESTRICTION THAT COULD BE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(M)
ALL FILINGS AND OTHER ACTIONS NECESSARY OR DESIRABLE TO PERFECT AND
PROTECT THE SECURITY INTEREST IN THE COLLATERAL CREATED UNDER THE COLLATERAL
DOCUMENTS HAVE BEEN DULY MADE OR TAKEN AND ARE IN FULL FORCE AND EFFECT, AND THE
COLLATERAL DOCUMENTS CREATE IN FAVOR OF THE COLLATERAL AGENT FOR THE BENEFIT OF
THE SECURED PARTIES A VALID AND, TOGETHER WITH SUCH FILINGS AND OTHER ACTIONS,
PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL, SECURING THE
PAYMENT OF THE SECURED OBLIGATIONS, AND ALL FILINGS AND OTHER ACTIONS NECESSARY
OR DESIRABLE TO PERFECT AND PROTECT SUCH SECURITY INTEREST HAVE BEEN DULY
TAKEN.
THE LOAN PARTIES ARE THE LEGAL AND BENEFICIAL OWNERS OF THE COLLATERAL
FREE AND CLEAR OF ANY LIEN, EXCEPT FOR THE