PROCEEDS OF
THE LOAN SOLELY FOR BUSINESS PURPOSES.
SECTION 3.13
MATERIAL FACTS.
NEITHER THIS AGREEMENT, NOR THE
OTHER LOAN DOCUMENTS, NOR ANY OTHER DOCUMENT, FINANCIAL INFORMATION, CERTIFICATE
OR STATEMENT REQUIRED BY ANY LOAN DOCUMENT TO BE FURNISHED TO LENDER BY
BORROWER, ANY BORROWER PARTY OR THE GUARANTOR CONTAINS, OR WILL CONTAIN, AT THE
TIME OF SUBMISSION, ANY UNTRUE STATEMENT OF A MATERIAL FACT OR INTENTIONALLY
OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING.
SECTION 3.14
TITLE.
BORROWER HAS GOOD AND MARKETABLE FEE TITLE
TO THE PROPERTY, SUBJECT ONLY TO THE PERMITTED EXCEPTIONS.
SECTION 3.15
BROKERAGE FEES AND COMMISSIONS.
NEITHER BORROWER
NOR ANY PERSON CLAIMING BY, THROUGH OR UNDER BORROWER, HAS DEALT WITH ANY PERSON
IN CONNECTION WITH THE LOAN IN A MANNER THAT WOULD ENTITLE SUCH PERSON TO ANY
BROKERAGE FEE OR COMMISSION.
SECTION 3.16
CONDITIONS PREVENTING COMPLIANCE.
TO THE KNOWLEDGE
OF BORROWER, NO CONDITIONS EXIST WHICH WOULD PREVENT BORROWER, ANY BORROWER
PARTY OR GUARANTOR FROM COMPLYING WITH THE PROVISIONS OF THE LOAN DOCUMENTS
WITHIN THE TIME LIMITS SET FORTH IN THE LOAN DOCUMENTS.
SECTION 3.17
TAXES.
EACH OF BORROWER, GUARANTOR AND EACH
BORROWER PARTY HAS FILED ALL TAX RETURNS AND REPORTS REQUIRED BY LAW TO HAVE
BEEN FILED BY IT, AND EACH HAS PAID ALL TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES LEVIED UPON EACH OF THEM AND ANY OF ITS ASSETS WHICH ARE DUE AND
PAYABLE.
SECTION 3.18
ERISA.
NEITHER BORROWER, ANY BORROWER PARTY, NOR
GUARANTOR IS AN "EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF
ERISA) TO WHICH ERISA APPLIES AND NEITHER BORROWER'S, ANY BORROWER PARTY'S NOR
GUARANTOR'S ASSETS CONSTITUTE ASSETS OF ANY SUCH PLAN.
SECTION 3.19
REGULATIONS G, U AND X.
BORROWER IS NOT ENGAGED IN
THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING
MARGIN STOCK, AND NO PROCEEDS OF THE LOAN WILL BE USED FOR A PURPOSE WHICH
VIOLATES, OR WOULD BE INCONSISTENT WITH FEDERAL RESERVE SYSTEM BOARD OF
GOVERNORS' BOARD REGULATIONS G, U OR X.
TERMS FOR WHICH MEANINGS ARE PROVIDED
IN FEDERAL RESERVE SYSTEM BOARD OF GOVERNORS' BOARD REGULATIONS G, U OR X OR ANY
REGULATIONS SUBSTITUTED THEREFOR, AS FROM TIME TO TIME IN EFFECT, ARE USED IN
THIS SECTION WITH SUCH MEANINGS.
SECTION 3.20
GOVERNMENT REGULATION.
NEITHER BORROWER, ANY
BORROWER PARTY NOR GUARANTOR IS: (I) AN "INVESTMENT COMPANY" OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED; (II) A "HOLDING COMPANY" OR A "SUBSIDIARY
COMPANY" OF A "HOLDING COMPANY" OR AN "AFFILIATE" OF EITHER A "HOLDING COMPANY"
OR A "SUBSIDIARY COMPANY" WITHIN THE MEANING OF THE PUBLIC UTILITY
7
Holding Company Act of 1935, as amended; or (iii) subject to any other federal
or State Law or regulation which purports to restrict or regulate its ability to
borrow money.
SECTION 3.21
PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE
OFFICE.
THE PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE (AS