TO WHICH ADEQUATE RESERVES HAVE BEEN
64
ESTABLISHED ON THE BOOKS OF THE BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE,
AND EXCEPT FOR DEFAULTS THAT HAVE BEEN DISCLOSED AND CONSENTED TO BY THE
ADMINISTRATIVE AGENT AND THE LENDERS, AS APPROPRIATE.
(Q)
ACCURACY AND COMPLETENESS OF INFORMATION.
ALL WRITTEN
INFORMATION, REPORTS AND OTHER PAPERS AND DATA PRODUCED BY OR ON BEHALF OF THE
BORROWER AND FURNISHED TO THE ADMINISTRATIVE AGENT AND THE LENDERS ON OR PRIOR
TO THE EFFECTIVE DATE, WERE, AT THE TIME THE SAME WERE SO FURNISHED, COMPLETE
AND CORRECT IN ALL MATERIAL RESPECTS, TO THE EXTENT NECESSARY TO GIVE THE
RECIPIENT A TRUE AND ACCURATE KNOWLEDGE OF THE SUBJECT MATTER.
AS OF THE
EFFECTIVE DATE, NO FACT IS KNOWN TO THE BORROWER WHICH HAS HAD, OR MAY IN THE
FUTURE HAVE (SO FAR AS SUCH BORROWER CAN REASONABLY FORESEE), A MATERIALLY
ADVERSE EFFECT, WHICH HAS NOT BEEN SET FORTH IN THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 6.1(M) OR IN SUCH INFORMATION, REPORTS OR OTHER PAPERS OR
DATA OR OTHERWISE DISCLOSED IN WRITING TO THE ADMINISTRATIVE AGENT AND THE
LENDERS PRIOR TO THE EFFECTIVE DATE.
NO DOCUMENT FURNISHED OR WRITTEN STATEMENT
MADE TO THE ADMINISTRATIVE AGENT OR THE LENDERS OR PRIOR TO THE EFFECTIVE DATE,
IN CONNECTION WITH THE NEGOTIATION, PREPARATION OR EXECUTION OF THIS AGREEMENT
OR ANY OF THE LOAN DOCUMENTS CONTAINS ANY UNTRUE STATEMENT OF A FACT MATERIAL TO
THE CREDITWORTHINESS OF THE BORROWER OR ANY SUBSIDIARY OR OMITS OR WILL OMIT TO
STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED
THEREIN NOT MISLEADING.
(R)
SOLVENCY.
IN EACH CASE AFTER GIVING EFFECT TO THE DEBT
REPRESENTED BY THE LOANS OUTSTANDING AND TO BE INCURRED AND THE TRANSACTIONS
CONTEMPLATED BY THE RECAPITALIZATION AND THIS AGREEMENT, EACH OF THE BORROWER
AND ITS SUBSIDIARIES IS SOLVENT, HAVING ASSETS OF A FAIR SALABLE VALUE WHICH
EXCEEDS THE AMOUNT REQUIRED TO PAY ITS DEBTS, AND EACH OF THE BORROWER AND ITS
SUBSIDIARIES IS ABLE TO AND ANTICIPATES THAT IT WILL BE ABLE TO MEET ITS DEBTS
AS THEY MATURE AND HAS ADEQUATE CAPITAL TO CONDUCT THE BUSINESS IN WHICH IT IS,
OR PROPOSES TO BE, ENGAGED.
(S)
FEDERAL REGULATIONS.
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS
ENGAGED OR WILL ENGAGE, PRINCIPALLY OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN
THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING"
ANY "MARGIN STOCK" (AS EACH OF SUCH TERMS IS DEFINED OR USED IN REGULATIONS G
AND U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
(T)
INVESTMENT COMPANY ACT.
NEITHER THE BORROWER NOR ANY SUBSIDIARY
OTHER THAN SYRATECH SECURITIES CORPORATION, WHICH IS INACTIVE, IS AN "INVESTMENT
COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" (AS EACH OF SUCH
TERMS IS DEFINED OR USED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
(U)
RECEIVABLES.
(I)
STATUS.
EACH RECEIVABLE REFLECTED IN THE COMPUTATIONS INCLUDED
IN ANY BORROWING BASE CERTIFICATE MEETS THE CRITERIA ENUMERATED IN CLAUSES (A)
THROUGH (O) OF THE DEFINITION