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 PROVISIONS OF THE
1940 ACT OR ANY RULES, REGULATIONS OR ORDERS ISSUED BY THE SEC THEREUNDER.
(Y)
GOVERNMENT REGULATIONS.
THE BORROWER IS NOT
ENGAGED IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE 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, 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
40
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.
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