FINANCIAL CONDITION AND PROPERTIES, OTHER THAN LITIGATION, CLAIMS, OR
OTHER EVENTS, IF ANY, THAT HAVE BEEN DISCLOSED TO AND ACKNOWLEDGED BY THE BANK
IN WRITING, (G) ALL OF THE BORROWER'S TAX RETURNS AND REPORTS THAT ARE OR WERE
REQUIRED TO BE FILED, HAVE BEEN FILED, AND ALL TAXES, ASSESSMENTS AND OTHER
GOVERNMENTAL CHARGES HAVE BEEN PAID IN FULL, EXCEPT THOSE PRESENTLY BEING
CONTESTED BY THE BORROWER IN GOOD FAITH AND FOR WHICH ADEQUATE RESERVES HAVE
BEEN PROVIDED, (H) THE BORROWER IS NOT AN "INVESTMENT COMPANY" OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY", WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, (I) THE BORROWER IS NOT A "HOLDING COMPANY", OR
A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY" OR AN "AFFILIATE" OF A "HOLDING
COMPANY" OR OF A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY" WITHIN THE MEANING
OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED, (J) THERE ARE NO
DEFENSES OR COUNTERCLAIMS, OFFSETS OR ADVERSE CLAIMS, DEMANDS OR ACTIONS OF ANY
KIND, PERSONAL OR OTHERWISE, THAT THE BORROWER COULD ASSERT WITH RESPECT TO THIS
AGREEMENT OR THE CREDIT FACILITIES, (K) THE BORROWER OWNS, OR IS LICENSED TO
USE, ALL TRADEMARKS, TRADE NAMES, COPYRIGHTS, TECHNOLOGY, KNOW-HOW AND PROCESSES
NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS CURRENTLY CONDUCTED, AND (1) THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE NOTES AND THE PERFORMANCE OF
THE OBLIGATIONS THEY IMPOSE, IF THE BORROWER IS OTHER THAN A NATURAL PERSON (I)
ARE WITHIN ITS POWERS, (II) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION OF
ITS GOVERNING BODY, AND (III) DO NOT CONTRAVENE THE TERMS OF ITS ARTICLES OF
INCORPORATION OR ORGANIZATION, ITS BY-LAWS, OR ANY PARTNERSHIP, OPERATING OR
OTHER AGREEMENT GOVERNING ITS AFFAIRS.
6.2
CONTINUING REPRESENTATIONS.
EACH REQUEST FOR
AN ADVANCE OR CONVERSION OR CONTINUATION OF AN ADVANCE UNDER ANY OF THE CREDIT
FACILITIES SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY THE BORROWER THAT
ALL OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE
TRUE AND CORRECT ON AND AS OF SUCH DATE WITH THE SAME EFFECT AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON SUCH DATE, EXCEPT TO THE EXTENT
THAT SUCH REPRESENTATIONS AND WARRANTIES ARE STATED TO EXPRESSLY RELATE SOLELY
TO AN EARLIER DATE.
7.
DEFAULT/REMEDIES.
7.1
EVENTS OF DEFAULT/ACCELERATION.
IF ANY OF THE
FOLLOWING EVENTS OCCURS THE NOTES SHALL BECOME DUE IMMEDIATELY, WITHOUT NOTICE,
AT THE BANK'S OPTION, AND THE BORROWER HEREBY WAIVES NOTICE OF INTENT TO
ACCELERATE MATURITY OF THE NOTES AND NOTICE OF ACCELERATION OF THE NOTES UPON
ANY OF THE FOLLOWING EVENTS:
A.
THE BORROWER, OR ANY GUARANTOR OF ANY OF THE LIABILITIES (THE
"GUARANTOR"), FAILS TO PAY WHEN DUE ANY AMOUNT PAYABLE UNDER THE NOTES, UNDER
ANY OF THE LIABILITIES, OR UNDER ANY AGREEMENT OR INSTRUMENT EVIDENCING DEBT TO
ANY CREDITOR.
B.
THE BORROWER OR ANY GUARANTOR (A) FAILS TO OBSERVE OR PERFORM OR
OTHERWISE VIOLATES ANY OTHER TERM, COVENANT, CONDITION OR AGREEMENT OF ANY OF
THE NOTES OR OTHER RELATED DOCUMENTS; (B) MAKES ANY