BANK PRIOR TO
THE EFFECTIVE DATE, THERE IS NO ACTION, CLAIM, SUIT, LITIGATION, PROCEEDING OR
INVESTIGATION PENDING OR (TO BEST OF BORROWER'S KNOWLEDGE) THREATENED BY OR
AGAINST OR AFFECTING BORROWER OR ANY SUBSIDIARY IN ANY COURT OR BEFORE ANY
GOVERNMENTAL AUTHORITY, ADMINISTRATOR OR AGENCY WHICH MAY RESULT IN (A) ANY
MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OR BUSINESS OF BORROWER'S, OR
(B) ANY MATERIAL IMPAIRMENT OF THE ABILITY OF BORROWER TO CARRY ON ITS BUSINESS
IN SUBSTANTIALLY THE SAME MANNER AS IT IS NOW BEING CONDUCTED.
2.6
NO VIOLATION. THE EXECUTION, DELIVERY, AND PERFORMANCE BY BORROWER
OF EACH OF THE LOAN DOCUMENTS DO NOT VIOLATE ANY PROVISION OF ANY LAW OR
REGULATION, OR CONTRAVENE ANY PROVISION OF THE ARTICLES OF INCORPORATION OR
BY-LAWS OF BORROWER, OR RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY
CONTRACT, OBLIGATION, INDENTURE, OR OTHER INSTRUMENT TO WHICH BORROWER IS A
PARTY OR BY WHICH BORROWER MAY BE BOUND.
2.7
INCOME TAX RETURNS. EXCEPT AS PREVIOUSLY DISCLOSED TO TRADE BANK
IN WRITING, BORROWER HAS NO KNOWLEDGE OF ANY PENDING ASSESSMENTS OR ADJUSTMENTS
OF ITS INCOME TAX PAYABLE WITH RESPECT TO ANY YEAR.
2.8
NO SUBORDINATION. THERE IS NO AGREEMENT, INDENTURE, CONTRACT, OR
INSTRUMENT TO WHICH BORROWER IS A PARTY OR BY WHICH BORROWER MAY BE BOUND THAT
REQUIRES THE SUBORDINATION IN RIGHT OF PAYMENT OF ANY OF BORROWER'S OBLIGATIONS
SUBJECT TO THIS AGREEMENT TO ANY OTHER OBLIGATION OF BORROWER.
2.9
ERISA. BORROWER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED OR RECODIFIED FROM TIME TO TIME ("ERISA"); BORROWER HAS NOT VIOLATED ANY
PROVISION OF ANY DEFINED EMPLOYEE PENSION BENEFIT PLAN (AS DEFINED IN ERISA)
MAINTAINED OR CONTRIBUTED TO BY BORROWER (EACH, A "PLAN"); NO REPORTABLE EVENT,
AS DEFINED IN ERISA, HAS OCCURRED AND IS CONTINUING WITH RESPECT TO ANY PLAN
INITIATED BY BORROWER; BORROWER HAS MET ITS MINIMUM FUNDING REQUIREMENTS UNDER
ERISA WITH RESPECT TO EACH PLAN; AND EACH PLAN WILL BE ABLE TO FULFILL ITS
BENEFIT OBLIGATIONS AS THEY COME DUE IN ACCORDANCE WITH THE PLAN DOCUMENTS AND
UNDER GAAP.
2.10
OTHER OBLIGATIONS. EXCEPT AS DISCLOSED IN WRITING TO TRADE BANK
PRIOR TO THE EFFECTIVE DATE, NEITHER BORROWER NOR ANY SUBSIDIARY ARE IN DEFAULT
OF ANY OBLIGATION FOR BORROWED MONEY, ANY PURCHASE MONEY OBLIGATION OR ANY
MATERIAL LEASE, COMMITMENT, CONTRACT, INSTRUMENT OR OBLIGATION.
2
2.11
NO DEFAULTS. NO EVENT OF DEFAULT, AND EVENT WHICH WITH THE GIVING
OF NOTICE OR THE PASSAGE OF TIME OR BOTH WOULD CONSTITUTE AN EVENT OF DEFAULT,
HAS OCCURRED AND IS CONTINUING.
2.12
INFORMATION PROVIDED TO TRADE BANK. THE INFORMATION PROVIDED TO THE
TRADE BANK CONCERNING BORROWER'S BUSINESS IS TRUE AND CORRECT.
2.13
ENVIRONMENTAL MATTERS. EXCEPT AS DISCLOSED BY BORROWER TO TRADE
BANK IN WRITING PRIOR TO THE EFFECTIVE DATE, BORROWER (AS WELL AS ANY
SUBSIDIARY) IS EACH IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
FEDERAL OR STATE ENVIRONMENTAL, HAZARDOUS WASTE, HEALTH AND SAFETY STATUTES, AND
ANY RULES OR