AS SUPPLEMENTED FROM TIME TO TIME TO INCLUDE ANY NEW
SUBSIDIARIES CREATED OR ACQUIRED IN ACCORDANCE WITH THIS AGREEMENT, AND EACH
SUBSIDIARY IS OWNED BY BORROWER IN THE PERCENTAGE SET FORTH ON ANNEX II.
SECTION 3.02.
FINANCIAL STATEMENTS.
ALL FINANCIAL STATEMENTS DELIVERED TO
BANK ARE COMPLETE AND CORRECT AND FAIRLY PRESENT, IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED ("GAAP"), THE FINANCIAL
CONDITION AND THE RESULTS OF OPERATIONS OF BORROWER AND EACH SUBSIDIARY OF
BORROWER AS AT THE DATES AND FOR THE PERIODS INDICATED.
NO MATERIAL ADVERSE
CHANGE HAS OCCURRED IN THE ASSETS, LIABILITIES, FINANCIAL CONDITION, BUSINESS OR
AFFAIRS OF BORROWER OR ANY SUBSIDIARY OF BORROWER SINCE THE DATES OF SUCH
FINANCIAL STATEMENTS.
NEITHER BORROWER NOR ANY SUBSIDIARY OF BORROWER IS
SUBJECT TO ANY INSTRUMENT OR AGREEMENT HAVING A MATERIAL ADVERSE EFFECT ON
BORROWER OR ANY SUBSIDIARY.
SECTION 3.03.
ENFORCEABILITY.
THE LOAN DOCUMENTS ARE LEGAL, VALID AND
BINDING OBLIGATIONS OF THE PARTIES ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY AND OTHER
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS HAVE ALL BEEN DULY AUTHORIZED BY ALL NECESSARY
ACTION; ARE WITHIN THE POWER AND AUTHORITY OF THE PARTIES; DO NOT AND WILL NOT
VIOLATE ANY LEGAL REQUIREMENT, THE ORGANIZATIONAL DOCUMENTS OF THE PARTIES OR
ANY AGREEMENT OR INSTRUMENT BINDING OR AFFECTING THE PARTIES OR ANY OF THEIR
RESPECTIVE PROPERTY.
SECTION 3.04.
COMPLIANCE.
BORROWER AND EACH SUBSIDIARY OF BORROWER HAS
FILED ALL APPLICABLE TAX RETURNS AND PAID ALL TAXES SHOWN THEREON TO BE DUE,
EXCEPT THOSE FOR WHICH EXTENSIONS HAVE BEEN OBTAINED AND THOSE WHICH ARE BEING
CONTESTED IN GOOD FAITH AND FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED.
BORROWER AND EACH SUBSIDIARY OF BORROWER IS IN COMPLIANCE WITH ALL APPLICABLE
LEGAL REQUIREMENTS FOR WHICH NONCOMPLIANCE COULD RESULT IN A MATERIAL ADVERSE
EFFECT ON BORROWER. BORROWER AND EACH SUBSIDIARY OF BORROWER MANAGE AND OPERATE
(AND WILL CONTINUE TO MANAGE AND OPERATE) THEIR RESPECTIVE BUSINESSES IN
ACCORDANCE WITH GOOD INDUSTRY PRACTICES.
NEITHER BORROWER NOR ANY SUBSIDIARY OF
BORROWER IS IN DEFAULT IN THE PAYMENT OF ANY OTHER INDEBTEDNESS IN AN AGGREGATE
AMOUNT IN EXCESS OF $250,000 OR UNDER ANY MATERIAL AGREEMENT TO WHICH IT IS A
PARTY.
THE PARTIES HAVE OBTAINED ALL CONSENTS OF AND
3
REGISTERED WITH ALL GOVERNMENTAL AUTHORITIES OR OTHER PERSONS REQUIRED TO
EXECUTE, DELIVER AND PERFORM THE LOAN DOCUMENTS.
SECTION 3.05.
LITIGATION.
EXCEPT AS PREVIOUSLY DISCLOSED TO BANK IN
WRITING, THERE IS NO LITIGATION OR ADMINISTRATIVE PROCEEDING PENDING OR, TO THE
KNOWLEDGE OF BORROWER, THREATENED AGAINST, NOR ANY OUTSTANDING JUDGMENT, ORDER
OR DECREE AFFECTING BORROWER OR ANY SUBSIDIARY OF BORROWER BEFORE OR BY ANY
GOVERNMENTAL AUTHORITY WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON BORROWER.
SECTION 3.06.
INTENTIONALLY DELETED.
SECTION 3.07.
REGULATION U; BUSINESS PURPOSE.
NONE OF THE PROCEEDS OF ANY
LOAN WILL BE USED TO PURCHASE OR CARRY, DIRECTLY OR INDIRECTLY, ANY MARGIN STOCK
OR FOR ANY OTHER PURPOSE WHICH WOULD MAKE THIS CREDIT A "PURPOSE CREDIT" WITHIN
THE MEANING OF