THAT THE
BORROWER HAS NOT RELIED AND IS NOT RELYING ON ANY SUCH FIDUCIARY RELATIONSHIP IN
EXECUTING THIS AGREEMENT AND IN CONSUMMATING THE LOANS.
THE BANK REPRESENTS
THAT IT WILL RECEIVE ANY PROMISSORY NOTE PAYABLE TO ITS ORDER AS EVIDENCE OF A
BANK LOAN.
5.16
BUSINESS LOAN.
THE LOANS, INCLUDING INTEREST
RATE, FEES AND CHARGES AS CONTEMPLATED HEREBY, (I) ARE EXTENSIONS OF CREDIT TO A
BUSINESS ENTITY WITHIN THE PURVIEW OF 815 ILCS 205/4(1)(C), AS AMENDED FROM TIME
TO TIME, (II) ARE AN EXEMPTED TRANSACTION UNDER THE TRUTH IN LENDING ACT, 12
U.S.C. 1601 ET SEQ., AS AMENDED FROM TIME TO TIME, AND (III) DO NOT, AND WHEN
DISBURSED SHALL NOT, VIOLATE THE PROVISIONS OF THE ILLINOIS USURY LAWS, ANY
CONSUMER CREDIT LAWS OR THE USURY LAWS OF ANY STATE WHICH MAY HAVE JURISDICTION
OVER THIS TRANSACTION, THE BORROWER OR ANY PROPERTY SECURING THE LOANS.
5.17
TAXES.
THE BORROWER HAS TIMELY FILED ALL TAX
RETURNS AND REPORTS REQUIRED BY LAW TO HAVE BEEN FILED BY IT AND HAS PAID ALL
TAXES, GOVERNMENTAL CHARGES AND ASSESSMENTS DUE AND PAYABLE WITH RESPECT TO SUCH
RETURNS, EXCEPT ANY SUCH TAXES OR CHARGES WHICH ARE BEING DILIGENTLY CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES IN
ACCORDANCE WITH GAAP SHALL HAVE BEEN SET ASIDE ON ITS BOOKS, ARE INSURED AGAINST
OR BONDED OVER TO THE SATISFACTION OF THE BANK AND THE CONTESTING OF SUCH
PAYMENT DOES NOT CREATE A LIEN ON PROPERTY OF THE BORROWER WHICH IS NOT A
PERMITTED LIEN OR THAT COULD NOT OTHERWISE BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
THERE IS NO CONTROVERSY OR OBJECTION PENDING OR
THREATENED IN RESPECT OF ANY TAX RETURNS OF THE BORROWER.
THE BORROWER HAS MADE
ADEQUATE RESERVES ON ITS BOOKS AND RECORDS IN ACCORDANCE WITH GAAP FOR ALL TAXES
THAT HAVE ACCRUED BUT WHICH ARE NOT YET DUE AND PAYABLE.
5.18
COMPLIANCE WITH REGULATION U.
NO PORTION OF THE
PROCEEDS OF THE LOANS SHALL BE USED BY THE BORROWER, OR ANY AFFILIATES OF THE
BORROWER, EITHER DIRECTLY OR INDIRECTLY, FOR THE PURPOSE OF PURCHASING OR
CARRYING ANY MARGIN STOCK, WITHIN THE MEANING OF REGULATION U AS ADOPTED BY THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR ANY SUCCESSOR THERETO.
5.19
GOVERNMENTAL REGULATION.
THE BORROWER AND THE
SUBSIDIARIES ARE NOT, OR AFTER GIVING EFFECT TO ANY LOAN, WILL NOT BE, SUBJECT
TO REGULATION UNDER THE PUBLIC UTILITY HOLDING
23
COMPANY ACT OF 1935, THE FEDERAL POWER ACT, THE ICC TERMINATION ACT OF 1995 OR
THE INVESTMENT COMPANY ACT OF 1940 OR TO ANY FEDERAL OR STATE STATUTE OR
REGULATION LIMITING ITS ABILITY TO INCUR INDEBTEDNESS FOR BORROWED MONEY.
5.20
PLACE OF BUSINESS.
THE PRINCIPAL PLACE OF
BUSINESS AND BOOKS AND RECORDS OF THE BORROWER IS SET FORTH IN THE PREAMBLE TO
THIS AGREEMENT AND THE BORROWER SHALL PROMPTLY NOTIFY THE BANK OF ANY CHANGE IN
SUCH LOCATION.
5.21
COMPLETE INFORMATION.
THIS AGREEMENT AND ALL
FINANCIAL STATEMENTS AND OTHER MATERIALS AND INFORMATION FURNISHED BY THE
BORROWER TO