PROPERTY.
EACH LOAN PARTY OWNS OR IS LICENSED TO USE
ALL PATENTS, PATENT RIGHTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS,
INTELLECTUAL PROPERTY, TECHNOLOGY, KNOW-HOW AND PROCESSES NECESSARY FOR THE
CONDUCT OF ITS BUSINESS AS CURRENTLY CONDUCTED THAT ARE MATERIAL TO THE
CONDITION (FINANCIAL OR OTHERWISE), BUSINESS OR OPERATIONS OF SUCH LOAN PARTY.
3.12.
REGULATORY MATTERS.
NO PART OF THE PROCEEDS OF THE LOAN WILL BE
USED FOR "PURCHASING" OR "CARRYING" ANY "MARGIN STOCK" WITHIN THE RESPECTIVE
MEANINGS OF EACH OF THE QUOTED TERMS UNDER REGULATION U OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM AS NOW AND FROM TIME TO TIME IN EFFECT
OR FOR ANY PURPOSE WHICH VIOLATES THE PROVISIONS OF THE REGULATIONS OF SUCH
BOARD OF GOVERNORS.
3.13.
SOLVENCY.
AS OF THE DATE HEREOF AND AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (I) THE AGGREGATE VALUE OF THE
BORROWER'S ASSETS WILL EXCEED ITS LIABILITIES (INCLUDING CONTINGENT,
SUBORDINATED, UNMATURED AND UNLIQUIDATED LIABILITIES), (II) EACH LOAN PARTY WILL
HAVE SUFFICIENT CASH FLOW TO ENABLE IT TO PAY ITS DEBTS AS THEY BECOME DUE, AND
(III) NO LOAN PARTY WILL HAVE UNREASONABLY SMALL CAPITAL FOR THE BUSINESS IN
WHICH IT IS ENGAGED.
3.14.
DISCLOSURE.
NONE OF THE LOAN DOCUMENTS CONTAINS OR WILL CONTAIN ANY
UNTRUE STATEMENT OF MATERIAL FACT OR OMITS OR WILL OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED IN THIS AGREEMENT OR THE
LOAN DOCUMENTS NOT MISLEADING.
THERE IS NO FACT KNOWN TO THE BORROWER WHICH
MATERIALLY ADVERSELY AFFECTS OR, SO FAR AS THE BORROWER CAN NOW REASONABLY
FORESEE, IS LIKELY TO MATERIALLY ADVERSELY AFFECT THE BUSINESS, ASSETS,
OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR RESULTS OF OPERATION OF THE
LOAN PARTIES, WHEN TAKEN AS A WHOLE, AND WHICH HAS NOT OTHERWISE BEEN FULLY SET
FORTH IN THIS AGREEMENT OR IN THE LOAN DOCUMENTS.
3.15.
GUARANTY.
AS OF THE DATE HEREOF, EACH WHOLLY-OWNED SUBSIDIARY OF
THE BORROWER (EACH A "SUBSIDIARY" AND COLLECTIVELY THE "SUBSIDIARIES") HAS
GUARANTEED THE OBLIGATIONS PURSUANT TO A GUARANTY AND SURETYSHIP AGREEMENT,
DATED AS OF THE DATE HEREOF BY AND AMONG THE SIGNATORIES THERETO.
A LIST OF
EACH OF THE BORROWER'S SUBSIDIARIES AS OF THE DATE HEREOF IS SET FORTH ON THE
ADDENDUM.
4.
AFFIRMATIVE COVENANTS.
THE BORROWER AGREES THAT FROM THE DATE OF
EXECUTION OF THIS AGREEMENT UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN FULL AND ANY
COMMITMENTS OF THE BANK TO THE BORROWER HAVE BEEN TERMINATED, THE BORROWER WILL,
AND/OR WILL CAUSE EACH SUBSIDIARY TO:
4.1.
BOOKS AND RECORDS.
MAINTAIN BOOKS AND RECORDS IN ACCORDANCE WITH
GAAP AND GIVE REPRESENTATIVES OF THE BANK ACCESS THERETO AT ALL REASONABLE
TIMES, INCLUDING PERMISSION TO EXAMINE, COPY AND MAKE ABSTRACTS FROM ANY OF SUCH
BOOKS AND RECORDS AND SUCH OTHER INFORMATION AS THE BANK MAY FROM TIME TO TIME
REASONABLY REQUEST, AND THE BORROWER WILL MAKE AVAILABLE, OR CAUSE TO BE MADE
AVAILABLE, TO THE BANK FOR EXAMINATION COPIES OF ANY REPORTS, STATEMENTS AND
RETURNS WHICH A LOAN PARTY MAY MAKE TO OR FILE WITH