the Loan Documents.
3.1.25
TAX FILINGS.
TO THE EXTENT REQUIRED, BORROWER HAS FILED (OR HAS
OBTAINED EFFECTIVE EXTENSIONS FOR FILING) ALL FEDERAL, STATE AND LOCAL TAX
RETURNS REQUIRED TO BE FILED AND HAS PAID OR MADE ADEQUATE PROVISION FOR THE
PAYMENT OF ALL FEDERAL, STATE AND LOCAL TAXES, CHARGES AND ASSESSMENTS PAYABLE
BY BORROWER. BORROWER BELIEVES THAT ITS TAX RETURNS (IF ANY) PROPERLY REFLECT
THE INCOME AND TAXES OF BORROWER FOR THE PERIODS COVERED THEREBY, SUBJECT ONLY
TO ADJUSTMENTS REQUIRED BY THE INTERNAL REVENUE SERVICE OR OTHER APPLICABLE TAX
AUTHORITY UPON AUDIT.
3.1.26
SOLVENCY.
BORROWER (A) HAS NOT ENTERED INTO THIS TRANSACTION OR ANY
LOAN DOCUMENT WITH THE ACTUAL INTENT TO HINDER, DELAY, OR DEFRAUD ANY CREDITOR
AND (B) RECEIVED
36
REASONABLY EQUIVALENT VALUE IN EXCHANGE FOR ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS. GIVING EFFECT TO THE LOAN, THE FAIR SALEABLE VALUE OF BORROWER'S
ASSETS EXCEEDS AND WILL, IMMEDIATELY FOLLOWING THE MAKING OF THE LOAN, EXCEED
BORROWER'S TOTAL LIABILITIES, INCLUDING, WITHOUT LIMITATION, SUBORDINATED,
UNLIQUIDATED, DISPUTED AND CONTINGENT LIABILITIES. THE FAIR SALEABLE VALUE OF
BORROWER'S ASSETS IS AND WILL, IMMEDIATELY FOLLOWING THE MAKING OF THE LOAN, BE
GREATER THAN BORROWER'S PROBABLE LIABILITIES, INCLUDING THE MAXIMUM AMOUNT OF
ITS CONTINGENT LIABILITIES ON ITS DEBTS AS SUCH DEBTS BECOME ABSOLUTE AND
MATURED. BORROWER'S ASSETS DO NOT AND, IMMEDIATELY FOLLOWING THE MAKING OF THE
LOAN, WILL NOT CONSTITUTE UNREASONABLY SMALL CAPITAL TO CARRY OUT ITS BUSINESS
AS CONDUCTED OR AS PROPOSED TO BE CONDUCTED. BORROWER DOES NOT INTEND TO, AND
DOES NOT BELIEVE THAT IT WILL, INCUR INDEBTEDNESS AND LIABILITIES (INCLUDING
CONTINGENT LIABILITIES AND OTHER COMMITMENTS) BEYOND ITS ABILITY TO PAY SUCH
INDEBTEDNESS AND LIABILITIES AS THEY MATURE (TAKING INTO ACCOUNT THE TIMING AND
AMOUNTS OF CASH TO BE RECEIVED BY BORROWER AND THE AMOUNTS TO BE PAYABLE ON OR
IN RESPECT OF OBLIGATIONS OF BORROWER).
3.1.27
FEDERAL RESERVE REGULATIONS.
NO PART OF THE PROCEEDS OF THE LOAN
WILL BE USED FOR THE PURPOSE OF PURCHASING OR ACQUIRING ANY "MARGIN STOCK"
WITHIN THE MEANING OF REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM OR FOR ANY OTHER PURPOSE WHICH WOULD BE INCONSISTENT WITH SUCH
REGULATION U OR ANY OTHER REGULATIONS OF SUCH BOARD OF GOVERNORS, OR FOR ANY
PURPOSES PROHIBITED BY LEGAL REQUIREMENTS OR BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS.
3.1.28
ORGANIZATIONAL CHART.
THE ORGANIZATIONAL CHART ATTACHED AS SCHEDULE
III HERETO, RELATING TO BORROWER AND CERTAIN AFFILIATES AND OTHER PARTIES, IS
TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
HEREOF.
3.1.29
BANK HOLDING COMPANY.
BORROWER IS NOT A "BANK HOLDING COMPANY" OR A
DIRECT OR INDIRECT SUBSIDIARY OF A "BANK HOLDING COMPANY" AS DEFINED IN THE BANK
HOLDING COMPANY ACT OF 1956, AS AMENDED, AND REGULATION Y THEREUNDER OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
3.1.30
NO OTHER DEBT.
BORROWER HAS NOT BORROWED OR RECEIVED DEBT FINANCING
(OTHER THAN PERMITTED PURSUANT TO THIS AGREEMENT) THAT HAS NOT BEEN HERETOFORE
REPAID IN FULL.
3.1.31