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 REGULATIONS ADOPTED PURSUANT THERETO, WHICH GOVERN OR AFFECT ANY
BORROWER'S OR ANY SUBSIDIARY'S OPERATIONS AND/OR PROPERTIES, INCLUDING WITHOUT
LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT OF 1980, THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE
FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE FEDERAL TOXIC
SUBSTANCES CONTROL ACT AND THE CALIFORNIA HEALTH AND SAFETY CODE, AS ANY OF THE
SAME MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME. NONE OF THE
OPERATIONS OF BORROWER OR OF ANY SUBSIDIARY IS THE SUBJECT OF ANY FEDERAL OR
STATE INVESTIGATION EVALUATING WHETHER ANY REMEDIAL ACTION INVOLVING A MATERIAL
EXPENDITURE IS NEEDED TO RESPOND TO A RELEASE OF ANY TOXIC OR HAZARDOUS WASTE OR
SUBSTANCE INTO THE ENVIRONMENT.
2.14
The Policy. Borrower has reviewed the representations set forth in
that certain Short Term Comprehensive Multi-Buyer Credit Insurance policy
No. GMB-I20246 issued by Great American Insurance Company as insurer ("Insurer")
to Borrower as insured, dated as of August 5, 2005 and policy No. 386956R issued
by Euler Hermes ACI as insurer ("Insurer") to Borrower as insured, dated as of
November 1, 2004 (together the "Policy") and all amendments and endorsements
thereto which representations are reconfirmed and incorporated into this
Agreement by reference, and Borrower has no knowledge that the terms of the
Policy have not or will not be met, or that a claim there under will not be
paid.
The Policy is and shall remain legally enforceable in accordance with its
terms until all Obligations under this Agreement have been paid in full.
III.
CONDITIONS TO EXTENDING FACILITIES
3.
3.1
CONDITIONS TO INITIAL CREDIT EXTENSION. THE OBLIGATION OF TRADE
BANK TO MAKE THE FIRST CREDIT EXTENSION IS SUBJECT TO THE FULFILLMENT TO TRADE
BANK'S SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
APPROVAL OF TRADE BANK COUNSEL. ALL LEGAL
MATTERS RELATING TO MAKING THE FACILITY AVAILABLE TO BORROWER MUST BE
SATISFACTORY TO COUNSEL FOR TRADE BANK.
(B)
DOCUMENTATION. TRADE BANK MUST HAVE
RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO TRADE BANK, THE FOLLOWING
DOCUMENTS AND INSTRUMENTS DULY EXECUTED AND IN FULL FORCE AND EFFECT:
(1)
A CORPORATE BORROWING RESOLUTION AND
INCUMBENCY CERTIFICATE IF BORROWER IS A CORPORATION, A PARTNERSHIP OR JOINT
VENTURE BORROWING CERTIFICATE IF BORROWER IS A PARTNERSHIP OR JOINT VENTURE, AND
A LIMITED LIABILITY COMPANY BORROWING CERTIFICATE IF BORROWER IS A LIMITED
LIABILITY COMPANY;
(2)
THE FACILITY DOCUMENTS FOR THE FACILITY,
INCLUDING, BUT NOT LIMITED TO, NOTE(S) ("NOTES") FOR THE REVOLVING CREDIT
FACILITY, TRADE BANK'S STANDARD COMMERCIAL LETTER OF CREDIT AGREEMENT OR STANDBY
LETTER OF CREDIT AGREEMENT FOR ANY LETTER OF CREDIT FACILITY;
(3)
THOSE GUARANTEES, SECURITY AGREEMENTS,
DEEDS OF TRUST, SUBORDINATION AGREEMENTS, INTERCREDITOR AGREEMENTS, FACTORING
AGREEMENTS, TAX SERVICE CONTRACTS, AND OTHER COLLATERAL DOCUMENTS REQUIRED BY
TRADE BANK TO EVIDENCE THE COLLATERAL/CREDIT SUPPORT SPECIFIED IN THE
SUPPLEMENT;
(4)
IF AN AUDIT OR INSPECTION OF ANY BOOKS,