ADVISORS, BROKERS, UNDERWRITERS, PLACEMENT AGENTS, AGENTS OR FINDERS
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS SECURITY INSTRUMENT.
BORROWER 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, INCLUDING WITHOUT
LIMITATION THE CARLTON GROUP AND ANY OF THEIR AFFILIATES, 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 (M) SHALL SURVIVE THE REPAYMENT OF THE DEBT.
(N)
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.
(O)
PENDING LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS
PENDING OR, TO THE BEST KNOWLEDGE OF BORROWER, THREATENED AGAINST OR AFFECTING
BORROWER OR THE PROPERTY IN ANY
37
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.
(P)
SOLVENCY; NO BANKRUPTCY.
EACH OF BORROWER, SPE PLEDGOR 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 OR SPE PLEDGOR 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.
(Q)
USE OF PROCEEDS.
THE PROCEEDS OF THE LOAN SHALL BE APPLIED BY
BORROWER OR, AT BORROWER'S DIRECTION, TO, INTER ALIA, (I) SATISFY, OR ENABLE
LENDER TO OBTAIN BY ASSIGNMENT, CERTAIN LOANS PRESENTLY