HEREBY AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS FOR, FROM AND AGAINST ANY
AND ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES OF ANY KIND IN ANY WAY RELATING
TO OR ARISING FROM (I) A CLAIM BY ANY PERSON THAT SUCH PERSON ACTED ON BEHALF OF
BORROWER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN OR (II) ANY
BREACH OF THE FOREGOING REPRESENTATION.
THE PROVISIONS OF THIS SUBSECTION (L)
SHALL SURVIVE THE REPAYMENT OF THE DEBT.
(M)
FEDERAL RESERVE REGULATIONS.
NO PART OF THE PROCEEDS OF THE LOAN
WILL BE USED FOR THE PURPOSE OF "PURCHASING" OR "CARRYING" ANY "MARGIN STOCK"
WITHIN THE MEANING OF REGULATIONS T, U OR X OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM OR FOR ANY OTHER PURPOSE WHICH WOULD BE INCONSISTENT WITH
SUCH REGULATIONS T, U OR X OR ANY OTHER REGULATIONS OF SUCH BOARD OF GOVERNORS,
OR FOR ANY PURPOSES PROHIBITED BY LEGAL REQUIREMENTS OR BY THE TERMS AND
CONDITIONS OF THE LOAN DOCUMENTS.
(N)
PENDING LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS
PENDING OR, TO THE BEST KNOWLEDGE OF BORROWER, THREATENED AGAINST OR AFFECTING
BORROWER, THE PREMISES OR THE COLLATERAL IN ANY COURT OR BEFORE ANY GOVERNMENTAL
AUTHORITY WHICH IF ADVERSELY DETERMINED EITHER INDIVIDUALLY OR COLLECTIVELY HAS
OR IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(O)
SOLVENCY; NO BANKRUPTCY.
BORROWER AND, IF APPLICABLE, THE GENERAL
PARTNER, (I) IS AND HAS AT ALL TIMES BEEN SOLVENT AND WILL REMAIN SOLVENT
IMMEDIATELY UPON THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS AND (II) IS FREE FROM BANKRUPTCY, REORGANIZATION OR ARRANGEMENT
PROCEEDINGS OR A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS AND IS NOT
CONTEMPLATING THE FILING OF A PETITION UNDER ANY STATE OR FEDERAL BANKRUPTCY OR
INSOLVENCY LAWS OR THE LIQUIDATION OF ALL OR A MAJOR PORTION OF SUCH PERSON'S
ASSETS OR PROPERTY AND BORROWER HAS NO KNOWLEDGE OF ANY PERSON CONTEMPLATING THE
FILING OF ANY SUCH PETITION AGAINST IT OR, IF APPLICABLE, THE GENERAL PARTNER.
NONE OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE OR HAVE BEEN MADE WITH AN
INTENT TO HINDER, DELAY OR DEFRAUD ANY PRESENT OR FUTURE CREDITORS OF BORROWER
AND BORROWER HAS RECEIVED REASONABLY EQUIVALENT VALUE IN EXCHANGE FOR ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS.
BORROWER'S ASSETS DO NOT, AND IMMEDIATELY
UPON CONSUMMATION OF THE TRANSACTION CONTEMPLATED IN THE LOAN DOCUMENTS WILL
NOT, CONSTITUTE UNREASONABLY SMALL CAPITAL TO CARRY OUT ITS BUSINESS AS
PRESENTLY CONDUCTED OR AS PROPOSED TO BE CONDUCTED.
BORROWER DOES NOT INTEND
TO, NOR BELIEVES THAT IT WILL, INCUR DEBTS AND LIABILITIES BEYOND ITS ABILITY TO
PAY SUCH DEBTS AS THEY MAY MATURE.
(P)
USE OF PROCEEDS.
THE PROCEEDS OF THE LOAN SHALL BE APPLIED BY
BORROWER TO, INTER ALIA, (I) SATISFY CERTAIN LOANS PRESENTLY ENCUMBERING ALL OR
A PART OF THE COLLATERAL AND (II) PAY CERTAIN TRANSACTION COSTS INCURRED BY
BORROWER IN CONNECTION WITH THE LOAN.
NO PORTION OF THE PROCEEDS OF THE LOAN
WILL BE USED FOR FAMILY, PERSONAL, AGRICULTURAL OR HOUSEHOLD USE.
9
(Q)
TAX FILINGS.
BORROWER AND, IF