SUBSIDIARIES REQUIRED BY LAW TO BE FILED
HAVE BEEN DULY FILED, AND ALL FEDERAL, STATE AND OTHER TAXES, ASSESSMENTS AND
OTHER GOVERNMENTAL CHARGES OR LEVIES UPON THE BORROWER OR ITS SUBSIDIARIES AND
THEIR PROPERTY, INCOME, PROFITS AND ASSETS WHICH ARE DUE AND PAYABLE HAVE BEEN
PAID, EXCEPT ANY SUCH NONPAYMENT WHICH IS AT THE TIME PERMITTED UNDER SECTION
9.7.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF EACH OF THE BORROWER
AND ITS SUBSIDIARIES IN RESPECT OF FEDERAL AND STATE TAXES ARE IN THE JUDGMENT
OF THE BORROWER ADEQUATE, AND THE BORROWER KNOWS OF NO REASON TO ANTICIPATE ANY
ADDITIONAL ASSESSMENTS WHICH, SINGLY OR IN THE AGGREGATE, MIGHT HAVE A
MATERIALLY ADVERSE EFFECT.
(L)
BURDENSOME PROVISIONS.
NEITHER THE BORROWER NOR ANY SUBSIDIARY
IS A PARTY TO ANY INDENTURE, AGREEMENT, LEASE OR OTHER INSTRUMENT, OR SUBJECT TO
ANY CHARTER OR CORPORATE RESTRICTION, GOVERNMENTAL APPROVAL OR APPLICABLE LAW,
COMPLIANCE WITH THE TERMS OF WHICH MIGHT HAVE A MATERIALLY ADVERSE EFFECT, NOR
IS THE BORROWER OR ANY SUBSIDIARY SUBJECT TO ANY CONTRACTUAL RESTRICTIONS WHICH
LIMIT THE AMOUNT OF DIVIDENDS PAYABLE BY ANY SUBSIDIARY.
(M)
FINANCIAL STATEMENTS AND PROJECTIONS.
(I)
THE BORROWER HAS FURNISHED TO THE LENDERS COPIES OF THE UNAUDITED
CONSOLIDATED BALANCE SHEET OF SYRATECH AND ITS CONSOLIDATED SUBSIDIARIES AS AT
DECEMBER 31, 2003 AND THE RELATED CONSOLIDATED STATEMENTS OF EARNINGS, CASH FLOW
AND RETAINED EARNINGS FOR THE TWELVE-MONTH PERIOD THEN ENDED.
SUCH FINANCIAL
STATEMENTS ARE COMPLETE AND CORRECT, AND PRESENT FAIRLY IN ALL MATERIAL RESPECTS
IN ACCORDANCE WITH GAAP THE CONSOLIDATED FINANCIAL POSITION AND RESULTS OF
OPERATIONS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS OF THEIR DATE
AND FOR THE FISCAL YEAR ENDED ON SUCH DATE.
EXCEPT AS DISCLOSED OR REFLECTED IN
SUCH FINANCIAL STATEMENTS AS AT SUCH DATE, AND EXCEPT AS DISCLOSED IN WRITING TO
THE ADMINISTRATIVE AGENT AND THE LENDERS PRIOR TO THE EFFECTIVE DATE, AS OF THE
EFFECTIVE DATE NEITHER THE BORROWER NOR ANY SUBSIDIARY HAS ANY MATERIAL
LIABILITIES, CONTINGENT OR OTHERWISE, AND THERE WERE NO MATERIAL UNREALIZED OR
ANTICIPATED LOSSES OF THE BORROWER OR ANY SUBSIDIARY.
(II)
THE BORROWER HAS FURNISHED THE PROJECTIONS TO THE LENDERS.
THE
OPENING BALANCE SHEET INCLUDED IN THE PROJECTIONS PRESENTS FAIRLY AND ACCURATELY
THE BORROWER'S CONSOLIDATED FINANCIAL CONDITION AS OF THE EFFECTIVE DATE AFTER
GIVING EFFECT TO THE MERGERS.
THE PROJECTIONS REPRESENT THE BORROWER'S BEST
ESTIMATE OF ITS FUTURE CONSOLIDATED FINANCIAL PERFORMANCE FOR THE PERIODS SET
FORTH THEREIN, AND HAVE BEEN PREPARED ON THE BASIS OF THE ASSUMPTIONS SET FORTH
THEREIN, WHICH ASSUMPTIONS THE BORROWER BELIEVES ARE REASONABLE IN THE LIGHT OF
CURRENT AND REASONABLY FORESEEABLE BUSINESS CONDITIONS.
63
(N)
ADVERSE CHANGE.
SINCE THE DATE OF THE FINANCIAL STATEMENTS
DESCRIBED IN SECTION 6.1(M)
(I)
NO MATERIAL ADVERSE CHANGE IN THE BUSINESS, ASSETS, LIABILITIES,
FINANCIAL CONDITION, RESULTS OF OPERATIONS OR BUSINESS PROSPECTS OF THE BORROWER
AND ITS CONSOLIDATED SUBSIDIARIES HAS OCCURRED, AND
(II)
NO EVENT HAS OCCURRED OR FAILED TO OCCUR WHICH HAS HAD, OR MAY
HAVE, A MATERIALLY ADVERSE EFFECT.
(O)
ERISA.
NEITHER THE BORROWER NOR ANY RELATED COMPANY MAINTAINS