OFFICE EXCEPT SUCH AS MAY BE
FILED IN FAVOR OF THE ADMINISTRATIVE AGENT RELATING TO THIS AGREEMENT OR
REFLECTING THE TRANSFER OF THE COLLATERAL FROM THE ORIGINATOR TO THE BORROWER.
(N)
SECURITY INTEREST.
THE BORROWER HAS GRANTED
A SECURITY INTEREST (AS DEFINED IN THE UCC) TO THE ADMINISTRATIVE AGENT, AS
AGENT FOR THE SECURED PARTIES, IN THE COLLATERAL, WHICH IS ENFORCEABLE IN
ACCORDANCE WITH APPLICABLE LAW.
ALL FILINGS (INCLUDING, WITHOUT LIMITATION,
SUCH UCC FILINGS) AS ARE NECESSARY IN ANY JURISDICTION TO PERFECT THE INTEREST
OF THE ADMINISTRATIVE AGENT AS AGENT FOR THE SECURED PARTIES, IN THE COLLATERAL
HAVE BEEN MADE.
(O)
LOCATION OF OFFICES.
THE BORROWER'S
JURISDICTION OF ORGANIZATION, PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE
OFFICE AND THE OFFICE WHERE THE BORROWER KEEPS ALL THE RECORDS IS LOCATED 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.
39
(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 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