OR
CIRCUMSTANCE OCCURRED WHICH, BUT FOR THE PASSAGE OF TIME OR THE GIVING OF
NOTICE, OR BOTH, WOULD CONSTITUTE A DEFAULT UNDER ANY LOAN OR CREDIT AGREEMENT,
INDENTURE, MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT OR OTHER AGREEMENT OR
INSTRUMENT EVIDENCING OR PERTAINING TO ANY DEBT OF BORROWER, OR UNDER ANY
MATERIAL AGREEMENT OR INSTRUMENT TO WHICH BORROWER IS A PARTY OR BY WHICH IT IS
BOUND OR WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
CHANGE.
NO DEFAULT OR EVENT OF DEFAULT HEREUNDER HAS OCCURRED AND IS
CONTINUING.
4.11
USE OF PROCEEDS; MARGIN STOCK.
THE PROCEEDS OF THE REVOLVING LOANS
WILL BE USED BY BORROWER FOR THE PURPOSES SET FORTH IN SECTION 2.10.
NONE OF
SUCH PROCEEDS WILL BE USED FOR THE PURPOSE OF PURCHASING OR CARRYING ANY "MARGIN
STOCK" AS DEFINED IN REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM (12 C.F.R. PART 221), OR FOR THE PURPOSE OF REDUCING OR RETIRING
ANY INDEBTEDNESS WHICH WAS ORIGINALLY INCURRED TO PURCHASE OR CARRY A MARGIN
STOCK OR FOR ANY OTHER PURPOSE WHICH MIGHT CONSTITUTE THIS TRANSACTION A
"PURPOSE CREDIT" WITHIN THE MEANING OF SUCH REGULATION U.
BORROWER IS NOT
ENGAGED IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR
CARRYING MARGIN STOCKS.
NEITHER BORROWER NOR ANY PERSON ACTING ON BEHALF OF
BORROWER HAS TAKEN OR WILL TAKE ANY ACTION WHICH MIGHT CAUSE THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS TO VIOLATE REGULATIONS T, U OR X, OR ANY OTHER
REGULATION OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR TO VIOLATE
SECTION 7 OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANY RULE OR REGULATION
THEREUNDER, IN EACH CASE AS NOW IN EFFECT OR AS THE SAME MAY HEREINAFTER BE IN
EFFECT.
4.12
COMPLIANCE WITH THE LAW.
(A)
BORROWER IS NOT IN VIOLATION OF ANY GOVERNMENTAL REQUIREMENT.
(B)
BORROWER HAS NOT FAILED TO OBTAIN ANY LICENSE, PERMIT, FRANCHISE
OR OTHER GOVERNMENTAL AUTHORIZATION NECESSARY TO THE CONDUCT OF ITS BUSINESS,
WHICH VIOLATION OR FAILURE COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE CHANGE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BORROWER HAS
OBTAINED THE LOAN GUARANTY AGREEMENT AND HAS COMPLIED AND WILL CONTINUE TO
COMPLY WITH ALL STATUTORY, AND OTHER REGULATORY REQUIREMENTS NECESSARY TO OBTAIN
AND MAINTAIN THE LOAN GUARANTY AGREEMENT.
4.13
ERISA.
BORROWER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE PROVISIONS OF ERISA, AND NO "REPORTABLE EVENT," AS SUCH TERM IS
DEFINED IN SECTION 4043 OF ERISA, HAS OCCURRED WITH RESPECT TO ANY PLAN OF
BORROWER.
4.14
COMPLETE DISCLOSURE.
ALL FACTUAL INFORMATION FURNISHED BY OR ON
BEHALF OF BORROWER OR ITS SUBSIDIARIES IN WRITING TO LENDER (INCLUDING ALL
INFORMATION CONTAINED IN THE SCHEDULES HERETO OR IN THE OTHER LOAN DOCUMENTS)
FOR PURPOSES OF OR IN CONNECTION WITH THIS
33
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY TRANSACTION CONTEMPLATED HEREIN OR
THEREIN IS, AND ALL OTHER SUCH FACTUAL INFORMATION HEREAFTER FURNISHED BY OR ON
BEHALF OF BORROWER OR ITS SUBSIDIARIES IN