TRANSACTIONS CONTEMPLATED HEREBY AND THE
NEGOTIATION OF THIS AGREEMENT OR DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT (IN EACH CASE AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO
FURNISHED) CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED THAT, WITH
RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWER REPRESENTS ONLY THAT
SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO
BE REASONABLE AT THE TIME.
4.15
CONTRACTS OR RESTRICTIONS AFFECTING BORROWER AND/OR BANK.
NEITHER
BORROWER NOR BANK IS A PARTY TO ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY
CHARTER OR OTHER CORPORATE RESTRICTIONS MATERIALLY ADVERSELY AFFECTING ITS
BUSINESS, PROPERTIES OR ASSETS, OPERATIONS OR CONDITION (FINANCIAL OR
OTHERWISE).
4.16
NO DEFAULT.
NEITHER BORROWER NOR BANK IS IN DEFAULT IN THE
PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS, OR
CONDITIONS CONTAINED IN ANY AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY,
WHICH WOULD REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE
BUSINESS OR OPERATIONS OF BORROWER OR THE BANK, AS THE CASE MAY BE.
4.17
ERISA.
BORROWER AND BANK ARE IN MATERIAL COMPLIANCE WITH ALL
APPLICABLE PROVISIONS OF ERISA AND ALL OTHER LAWS, STATE OR FEDERAL, APPLICABLE
TO ANY EMPLOYEES' RETIREMENT PLAN MAINTAINED OR ESTABLISHED BY EITHER OF THEM.
4.18
OFAC.
NEITHER THE BORROWER NOR ANY SUBSIDIARY (A) IS AN "ENEMY" OR AN
"ALLY OF THE ENEMY" WITHIN THE MEANING OF SECTION 2 OF THE TRADING WITH THE
ENEMY ACT OF THE UNITED STATES (50 U.S.C. APP. §§ 1 ET SEQ.), AS AMENDED, (B) IS
IN VIOLATION OF (I) THE TRADING WITH THE ENEMY ACT, AS AMENDED, (II) ANY OF THE
FOREIGN ASSETS CONTROL REGULATIONS OF THE UNITED STATES TREASURY DEPARTMENT (31
CFR, SUBTITLE B, CHAPTER V, AS AMENDED) OR ANY ENABLING LEGISLATION OR EXECUTIVE
ORDER RELATING THERETO OR (III) THE PATRIOT ACT OR (C) IS A SANCTIONED PERSON.
NO PART OF THE PROCEEDS OF THE LOAN HEREUNDER WILL BE USED DIRECTLY OR
INDIRECTLY TO FUND ANY OPERATIONS IN, FINANCE ANY INVESTMENTS OR ACTIVITIES IN
OR MAKE ANY PAYMENTS TO, A SANCTIONED PERSON OR A SANCTIONED COUNTRY.
5.
AFFIRMATIVE COVENANTS.
Borrower covenants and agrees that, until the Notes together with
interest thereon are paid in full, unless specifically waived by the Lender in
writing, Borrower will, or will cause the Bank and other Subsidiaries to:
5.1
BUSINESS AND EXISTENCE; COMPLIANCE WITH LAWS.
PERFORM ALL THINGS
NECESSARY TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT THE EXISTENCE, RIGHTS
AND FRANCHISES OF BORROWER, THE BANK AND THE OTHER SUBSIDIARIES, EXCEPT AS WOULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR AS PERMITTED
UNDER SECTION 6.4 HEREOF, AND TO COMPLY AND CAUSE THE BANK AND THE OTHER
SUBSIDIARIES TO COMPLY IN ALL MATERIAL RESPECTS WITH ALL LOCAL, STATE AND
FEDERAL LAWS AND REGULATIONS APPLICABLE TO BANKS AND BANK HOLDING COMPANIES, AND
ALL LAWS AND REGULATIONS OF THE