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.
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.
1
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, EXCEPT
AS SUCH ENFORCEABILITY MAY BE LIMITED BY DEBTOR RELIEF LAWS FROM TIME TO TIME IN
EFFECT AFFECTING THE RIGHTS OF CREDITORS GENERALLY OR GENERAL PRINCIPLES OF
EQUITY (WHETHER CONSIDERED IN A SUIT AT LAW OR IN EQUITY).
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 MATERIAL 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 SUBJECT TO FOOTNOTES AND NORMAL YEAR END ADJUSTMENTS.
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