OF THE INITIAL ADVANCE AND THE TERM LOANS AND THE
ISSUING OF THE LETTERS OF CREDIT:
(A)
BORROWER IS A CORPORATION DULY ORGANIZED, EXISTING, AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF MINNESOTA, HAS POWER TO OWN ITS PROPERTY
AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED, AND IS DULY QUALIFIED TO DO
BUSINESS IN ALL STATES IN WHICH THE NATURE OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION.
(B)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THE PERFORMANCE BY BORROWER OF FITS OBLIGATIONS HEREUNDER AND
THEREUNDER DO NOT AND WILL NOT CONFLICT WITH ANY PROVISION OF LAW, OR OF THE
CHARTER OR BYLAWS OF BORROWER, OR OF ANY AGREEMENT BINDING UPON BORROWER.
(C)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY OFFICIAL ACTION BY THE
BOARD OF DIRECTORS AND SHAREHOLDERS OF BORROWER; AND THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS HAVE IN FACT BEEN DULY EXECUTED AND DELIVERED BY BORROWER
AND CONSTITUTE ITS LAWFUL AND BINDING OBLIGATIONS, LEGALLY ENFORCEABLE AGAINST
IT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
(D)
THERE IS NO ACTION, SUIT OR PROCEEDING AT LAW OR EQUITY, OR BEFORE
OR BY ANY FEDERAL, STATE, LOCAL OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION,
BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, PENDING OR, TO
THE KNOWLEDGE OF BORROWER, THREATENED AGAINST BORROWER OR THE PROPERTY OF
BORROWER WHICH, IF DETERMINED ADVERSELY, WOULD BE A MATERIAL ADVERSE OCCURRENCE
OR WOULD AFFECT THE ABILITY OF BORROWER TO PERFORM ITS OBLIGATIONS UNDER THE
LOAN DOCUMENTS; AND BORROWER IS NOT IN DEFAULT WITH RESPECT TO ANY FINAL
JUDGMENT, WRIT, INJUNCTION, DECREE, RULE OR REGULATION OF ANY COURT OR FEDERAL,
STATE, LOCAL OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY
OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, WHERE THE EFFECT OF SUCH DEFAULT WOULD
BE A MATERIAL ADVERSE OCCURRENCE.
(E)
THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT, AND
THE PAYMENT OF THE LOANS AND INTEREST THEREON, IS NOT, AND WILL NOT BE, SUBJECT
TO THE JURISDICTION, APPROVAL OR CONSENT OF ANY FEDERAL, STATE OR LOCAL
REGULATORY BODY OR ADMINISTRATIVE AGENCY.
(F)
EXCEPT AS SET FORTH ON SCHEDULE D ATTACHED HERETO, ALL OF THE
ASSETS OF BORROWER ARE FREE AND CLEAR OF SECURITY INTERESTS.
(G)
BORROWER HAS FILED ALL FEDERAL, STATE AND LOCAL TAX RETURNS WHICH,
TO THE KNOWLEDGE OF BORROWER, ARE REQUIRED TO BE FILED, AND BORROWER HAS PAID
ALL TAXES SHOWN ON SUCH RETURNS AND ALL ASSESSMENTS WHICH ARE DUE.
BORROWER HAS
MADE ALL REQUIRED WITHHOLDING DEPOSITS.
FEDERAL INCOME TAX RETURNS OF BORROWER
HAVE BEEN EXAMINED AND APPROVED OR ADJUSTED BY THE APPLICABLE TAXING AUTHORITIES
OR CLOSED BY APPLICABLE STATUTES FOR ANY FISCAL YEARS PRIOR TO AND INCLUDING THE
FISCAL YEAR ENDED ON DECEMBER 31, 1991.
BORROWER DOES NOT HAVE KNOWLEDGE OF ANY
OBJECTIONS TO OR CLAIMS FOR ADDITIONAL TAXES BY
17
FEDERAL, STATE OR LOCAL TAXING AUTHORITIES FOR SUBSEQUENT YEARS WHICH WOULD BE A
MATERIAL ADVERSE OCCURRENCE.
(H)
BORROWER HAS FURNISHED TO LENDER THE FINANCIAL