NOT ANTICIPATE ANY FILING;
(I)
BANK HAS THE RIGHT TO ENDORSE AND/ OR REQUIRE BORROWER TO ENDORSE
ALL PAYMENTS RECEIVED ON FINANCED RECEIVABLES AND ALL PROCEEDS OF COLLATERAL;
AND
(J)
NO REPRESENTATION, WARRANTY OR OTHER STATEMENT OF BORROWER IN ANY
CERTIFICATE OR WRITTEN STATEMENT GIVEN TO BANK IN CONNECTION WITH THE LOAN
DOCUMENTS CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT NECESSARY TO MAKE THE STATEMENT CONTAINED IN THE CERTIFICATES OR
STATEMENT NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE.
5.4
REPRESENTATIONS REGARDING INVENTORY PLACEHOLDER INVOICES.
WITH
RESPECT TO INVENTORY PLACEHOLDER INVOICES, BORROWER REPRESENTS AND WARRANTS THAT
ALL OF BORROWER'S INVENTORY WHICH IS THE SUBJECT OF ANY INVENTORY PLACEHOLDER
INVOICE IS AND WILL CONTINUE TO BE ELIGIBLE INVENTORY.
5.5
LITIGATION.
THERE ARE NO ACTIONS OR PROCEEDINGS PENDING OR, TO THE
KNOWLEDGE OF BORROWER'S RESPONSIBLE OFFICERS, THREATENED IN WRITING BY OR
AGAINST BORROWER OR ANY SUBSIDIARY IN WHICH AN ADVERSE DECISION COULD REASONABLY
BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE.
5.6
No Material Deviation in Financial Statements and Deterioration in
Financial Condition.
All consolidated financial statements for Borrower and its
Subsidiaries delivered to Bank fairly present in all material respects
Borrower's consolidated financial condition and Borrower's consolidated results
of operations as of the date thereof.
There has not been any material
deterioration in Borrower's consolidated financial condition since the date of
the most recent financial statements submitted to Bank.
9
5.7
SOLVENCY.
THE FAIR SALABLE VALUE OF BORROWER'S ASSETS (INCLUDING
GOODWILL MINUS DISPOSITION COSTS) EXCEEDS THE FAIR VALUE OF ITS LIABILITIES;
BORROWER IS NOT LEFT WITH UNREASONABLY SMALL CAPITAL AFTER THE TRANSACTIONS IN
THIS AGREEMENT; AND BORROWER IS ABLE TO PAY ITS DEBTS (INCLUDING TRADE DEBTS) AS
THEY MATURE.
5.8
REGULATORY COMPLIANCE.
BORROWER IS NOT AN "INVESTMENT COMPANY" OR
A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED.
BORROWER IS NOT ENGAGED AS ONE OF ITS IMPORTANT
ACTIVITIES IN EXTENDING CREDIT FOR MARGIN STOCK (UNDER REGULATIONS X, T AND U OF
THE FEDERAL RESERVE BOARD OF GOVERNORS).
BORROWER HAS COMPLIED IN ALL MATERIAL
RESPECTS WITH THE FEDERAL FAIR LABOR STANDARDS ACT.
BORROWER HAS NOT VIOLATED
ANY LAWS, ORDINANCES OR RULES, THE VIOLATION OF WHICH COULD REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE.
NONE OF BORROWER'S OR ANY
SUBSIDIARY'S PROPERTIES OR ASSETS HAVE BEEN USED BY BORROWER OR ANY SUBSIDIARY
OR, TO BORROWER'S KNOWLEDGE, BY PREVIOUS PERSONS, IN DISPOSING, PRODUCING,
STORING, TREATING, OR TRANSPORTING ANY HAZARDOUS SUBSTANCE OTHER THAN LEGALLY.
BORROWER AND EACH OF ITS SUBSIDIARIES HAVE OBTAINED ALL CONSENTS, APPROVALS AND
AUTHORIZATIONS OF, MADE ALL DECLARATIONS OR FILINGS WITH, AND GIVEN ALL NOTICES
TO, ALL GOVERNMENTAL AUTHORITIES THAT ARE NECESSARY TO CONTINUE THEIR RESPECTIVE
BUSINESSES AS CURRENTLY CONDUCTED.
5.9
SUBSIDIARIES.
BORROWER DOES NOT OWN ANY STOCK, PARTNERSHIP
INTEREST OR OTHER EQUITY SECURITIES EXCEPT FOR PERMITTED INVESTMENTS.
5.10
TAX RETURNS AND PAYMENTS; PENSION CONTRIBUTIONS.
BORROWER AND EACH
SUBSIDIARY HAVE TIMELY FILED ALL REQUIRED TAX RETURNS AND REPORTS, AND BORROWER
AND