OF "PURCHASING" OR "CARRYING" ANY
"MARGIN SECURITY," AS SUCH TERMS ARE DEFINED IN REGULATION U OF THE FEDERAL
RESERVE BOARD AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT (SUCH SECURITIES
BEING REFERRED TO HEREIN AS "MARGIN STOCK").
THE BORROWER OWNS NO MARGIN STOCK,
AND NO PORTION OF THE PROCEEDS OF ANY ADVANCE HEREUNDER WILL BE USED,
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directly or indirectly, for the purpose of purchasing or carrying any Margin
Stock, for the purpose of reducing or retiring any Indebtedness that was
originally incurred to purchase or carry any Margin Stock or for any other
purpose that might cause any portion of such proceeds to be considered a
"purpose credit" within the meaning of Regulation T, U or X of the Federal
Reserve Board.
The Borrower will not take or permit to be taken any action that
might cause any Related Document to violate any regulation of the Federal
Reserve Board.
(Z)
ELIGIBILITY OF LOANS.
AS OF THE CLOSING DATE, (I) THE LOAN LIST
AND THE INFORMATION CONTAINED IN THE BORROWER NOTICE DELIVERED PURSUANT TO
SECTIONS 2.1 AND 2.2 IS AN ACCURATE AND COMPLETE LISTING IN ALL MATERIAL
RESPECTS OF ALL THE LOANS THAT ARE PART OF THE COLLATERAL AS OF THE CLOSING
DATE, AND THE INFORMATION CONTAINED THEREIN WITH RESPECT TO THE IDENTITY OF SUCH
LOANS AND THE AMOUNTS OWING THEREUNDER IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH DATE AND (II) EACH SUCH LOAN IS AN ELIGIBLE LOAN.
ON EACH
FUNDING DATE, THE BORROWER SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ANY
ADDITIONAL LOAN REFERENCED ON THE RELATED BORROWER NOTICE DELIVERED PURSUANT TO
SECTIONS 2.1 AND 2.2 IS AN ELIGIBLE LOAN.
SECTION 4.2
JOINT REPRESENTATIONS AND
WARRANTIES REGARDING ORDINARY COURSE OF BUSINESS.
(A)
EACH OF THE BORROWER AND THE ADMINISTRATIVE AGENT REPRESENTS AND
WARRANTS AS TO ITSELF THAT EACH REMITTANCE OF COLLECTIONS BY THE BORROWER TO THE
ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THIS AGREEMENT WILL HAVE BEEN (I)
IN PAYMENT OF A DEBT INCURRED BY THE BORROWER IN THE ORDINARY COURSE OF BUSINESS
OR FINANCIAL AFFAIRS OF THE BORROWER AND THE ADMINISTRATIVE AGENT AND (II) MADE
IN THE ORDINARY COURSE OF BUSINESS OR FINANCIAL AFFAIRS OF THE BORROWER AND THE
ADMINISTRATIVE AGENT.
(B)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTIONS 4.2
AND SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
ARTICLE V
GENERAL COVENANTS OF THE BORROWER
SECTION 5.1
COVENANTS OF THE BORROWER.
The Borrower hereby covenants that:
(a)
Compliance with Laws.
The Borrower will comply in all material
respects with all Applicable Laws, including those with respect to the Loans in
the Collateral and any Related Property.
(b)
Preservation of Corporate Existence.
The Borrower will preserve
and maintain its existence, rights, franchises and privileges in the
jurisdiction of its formation, and qualify and remain qualified in good standing
in each jurisdiction where the failure to maintain such existence, rights,
franchises, privileges and qualification has had, or could reasonably be
expected to have, a Material Adverse Effect.
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