THE REVOLVING CREDIT FACILITY, INTEREST AT A PER ANNUM RATE EQUAL
TO (I) THE PRIME RATE MINUS .50% AS SPECIFIED IN THE NOTE, OR (II) WELLS FARGO'S
LIBOR RATE PLUS 1.00% AS SPECIFIED IN THE NOTE, AND (B) THE SUBFACILITIES, THE
FEES SPECIFIED IN THE SUPPLEMENT AS WELL AS THOSE FEES SPECIFIED IN THE RELEVANT
FACILITY DOCUMENT(S). INTEREST AND FEES WILL BE CALCULATED ON THE BASIS OF A 360
DAY YEAR, ACTUAL DAYS ELAPSED. ANY OVERDUE PAYMENTS OF PRINCIPAL (AND INTEREST
TO THE EXTENT PERMITTED BY LAW) SHALL BEAR INTEREST AT A PER ANNUM FLOATING RATE
EQUAL TO THE PRIME RATE PLUS 5%.
1.5
PREPAYMENTS. CREDIT EXTENSIONS UNDER ANY FACILITY MAY ONLY BE PREPAID IN
ACCORDANCE WITH THE TERMS OF THE SUPPLEMENT. AT THE TIME OF ANY PREPAYMENT
(INCLUDING, BUT NOT LIMITED TO, ANY PREPAYMENT WHICH IS A RESULT OF THE
OCCURRENCE OF AN EVENT OF DEFAULT AND AN ACCELERATION OF THE OBLIGATIONS)
BORROWER WILL PAY TO TRADE BANK ALL INTEREST ACCRUED ON THE AMOUNT SO PREPAID TO
THE DATE OF SUCH PREPAYMENT AND ALL COSTS, EXPENSES AND FEES SPECIFIED IN THE
LOAN DOCUMENTS.
1
II.
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to Trade Bank that the following
representations and warranties are true and correct:
2.1
LEGAL STATUS. BORROWER IS DULY ORGANIZED AND EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION INDICATED IN THIS AGREEMENT, AND IS QUALIFIED
OR LICENSED TO DO BUSINESS IN ALL JURISDICTIONS IN WHICH SUCH QUALIFICATION OR
LICENSING IS REQUIRED AND IN WHICH THE FAILURE TO SO QUALIFY OR TO BE SO
LICENSED COULD HAVE A MATERIAL ADVERSE AFFECT ON BORROWER.
2.2
AUTHORIZATION AND VALIDITY. THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT, AND ALL OTHER LOAN DOCUMENTS TO WHICH BORROWER IS A PARTY, HAVE
BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND DELIVERED BY BORROWER AND
CONSTITUTE LEGAL, VALID AND BINDING AGREEMENTS OF BORROWER, AND ARE ENFORCEABLE
AGAINST BORROWER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
2.3
BORROWER'S NAME. THE NAME OF BORROWER SET FORTH AT THE END OF THIS
AGREEMENT IS ITS CORRECT NAME. IF BORROWER IS CONDUCTING BUSINESS UNDER A
FICTITIOUS BUSINESS NAME, BORROWER IS IN COMPLIANCE WITH ALL LAWS RELATING TO
THE CONDUCT OF SUCH BUSINESS UNDER SUCH NAME.
2.4
FINANCIAL CONDITION AND STATEMENTS. ALL FINANCIAL STATEMENTS OF BORROWER
DELIVERED TO TRADE BANK HAVE BEEN PREPARED IN CONFORMITY WITH GAAP, AND
COMPLETELY AND ACCURATELY REFLECT THE FINANCIAL CONDITION OF BORROWER (AND ANY
CONSOLIDATED SUBSIDIARIES) AT THE TIMES AND FOR THE PERIODS STATED IN SUCH
FINANCIAL STATEMENTS. NEITHER BORROWER NOR ANY SUBSIDIARY HAS ANY MATERIAL
CONTINGENT LIABILITY NOT REFLECTED IN THE AFORESAID FINANCIAL STATEMENT. SINCE
THE DATE OF THE FINANCIAL STATEMENTS DELIVERED TO TRADE BANK FOR THE LAST FISCAL
PERIOD OF BORROWER TO END BEFORE THE EFFECTIVE DATE, THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE IN THE FINANCIAL CONDITION, BUSINESS OR PROSPECTS OF BORROWER.
BORROWER IS SOLVENT.
2.5
LITIGATION. EXCEPT AS DISCLOSED IN WRITING TO TRADE BANK PRIOR TO THE
EFFECTIVE DATE, THERE IS NO ACTION, CLAIM, SUIT, LITIGATION, PROCEEDING