NOT ALREADY BEEN OBTAINED; (B) IN THE CASE OF EACH CORPORATE
OBLIGOR CONTRAVENE ITS CERTIFICATE OF INCORPORATION OR BY-LAWS AND IN THE CASE
OF FIBERMARK OFFICE CONTRAVENE ITS ARTICLES OF ORGANIZATION OR OPERATING
AGREEMENT; (C) VIOLATE ANY PROVISION OF, OR REQUIRE ANY FILING (OTHER THAN THE
FILING OF THE FINANCING STATEMENTS CONTEMPLATED HEREBY OR BY THE SECURITY
DOCUMENTS), REGISTRATION, CONSENT OR APPROVAL UNDER ANY LAW (INCLUDING, WITHOUT
LIMITATION, REGULATION U), ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE,
DETERMINATION OR AWARD PRESENTLY IN EFFECT HAVING APPLICABILITY TO SUCH OBLIGOR;
(D) RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER OR REQUIRE ANY CONSENT
UNDER ANY INDENTURE OR LOAN OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT, LEASE OR
INSTRUMENT TO WHICH SUCH OBLIGOR IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY
BE BOUND OR AFFECTED; (E) RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF
ANY LIEN (OTHER THAN AS CREATED HEREUNDER OR UNDER THE SECURITY DOCUMENTS), UPON
OR WITH RESPECT TO ANY OF THE PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY SUCH
PERSON.
SECTION 8.03.
LEGALLY ENFORCEABLE AGREEMENTS.
EACH LOAN DOCUMENT IS A LEGAL,
VALID AND BINDING OBLIGATION OF SUCH OBLIGOR, ENFORCEABLE AGAINST SUCH OBLIGOR
IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT SUCH ENFORCEMENT MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY AND OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY.
SECTION 8.04.
LITIGATION.
EXCEPT AS DISCLOSED IN SCHEDULE 8.04 HERETO, THERE
ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF ANY OF THE
OBLIGORS, AS THE CASE MAY BE, THREATENED, AGAINST OR AFFECTING SUCH OBLIGOR
BEFORE ANY COURT, GOVERNMENTAL AGENCY OR ARBITRATOR, WHICH COULD, IN ANY ONE
CASE OR IN THE AGGREGATE, RESULT IN A MATERIAL ADVERSE CHANGE.
SECTION 8.05.
FINANCIAL STATEMENTS.
THE CONSOLIDATED BALANCE SHEET OF
FIBERMARK AND ITS SUBSIDIARIES AS OF DECEMBER 31, 1999 AND DECEMBER 31, 2000,
THE RELATED STATEMENTS OF INCOME, STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
AND STATEMENTS OF CASH FLOWS OF FIBERMARK FOR THE FISCAL YEARS THEN ENDED, AND
THE ACCOMPANYING FOOTNOTES, TOGETHER WITH THE OPINION THEREON OF KPMG LLP,
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, COPIES OF WHICH HAVE BEEN FURNISHED TO
THE LENDERS, ARE COMPLETE AND CORRECT AND FAIRLY PRESENT THE FINANCIAL CONDITION
OF FIBERMARK AND ITS SUBSIDIARIES AS AT SUCH DATES AND THE RESULTS OF THE
OPERATIONS OF FIBERMARK AND ITS SUBSIDIARIES FOR THE PERIODS COVERED BY SUCH
STATEMENTS, ALL IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
THERE ARE NO
LIABILITIES OF FIBERMARK AND ITS SUBSIDIARIES, FIXED OR CONTINGENT, WHICH ARE
MATERIAL BUT ARE NOT REFLECTED IN THE FINANCIAL STATEMENTS OR IN
77
THE NOTES THERETO, OTHER THAN THE 2001 SENIOR NOTES AND LIABILITIES ARISING IN
THE ORDINARY COURSE OF BUSINESS SINCE DECEMBER 31, 2000.
NO INFORMATION,
EXHIBIT, OR REPORT FURNISHED BY FIBERMARK AND ITS SUBSIDIARIES TO THE AGENT OR
ANY LENDER IN CONNECTION WITH THE NEGOTIATION OF THIS FINANCING AGREEMENT
CONTAINED ANY MATERIAL MISSTATEMENT OF FACT OR OMITTED TO STATE A MATERIAL FACT
OR ANY FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MATERIALLY
MISLEADING.
THE