FULL COMPLIANCE WITH ANY OF THE REQUIREMENTS OF
ERISA, AND THE REGULATIONS PROMULGATED THEREUNDER AND, TO THE BEST OF ITS
KNOWLEDGE, THERE EXISTS NO EVENT DESCRIBED IN SECTION 4043(3) THEREOF
("REPORTABLE EVENT");
(G)
BORROWER GROUP AND EACH SUBSIDIARY HAVE FILED ALL FEDERAL,
STATE AND LOCAL TAX RETURNS AND OTHER REPORTS REQUIRED BY LAW TO BE FILED AND
HAVE PAID, TO THE EXTENT DUE AND PAYABLE, ALL TAXES, LEVIES, ASSESSMENTS,
CHARGES, LIENS, CLAIMS OR ENCUMBRANCES UPON OR RELATING TO THE COLLATERAL, THE
INDEBTEDNESS, EMPLOYEES, PAYROLL, INCOME AND GROSS RECEIPTS, OWNERSHIP OR USE OF
ANY OF THEIR ASSETS, AND ANY OTHER ASPECT OF THEIR BUSINESS OR FINANCIAL
AFFAIRS, AS THE CASE MAY BE (COLLECTIVELY, THE "CHARGES"), EXCEPT ANY CHARGES
BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS; AND THE ACCRUALS
AND RESERVES IN THE BOOKS OF BORROWER GROUP AND EACH SUBSIDIARY IN RESPECT OF
FEDERAL TAXES ARE ADEQUATE AND NEITHER BORROWER GROUP NOR ANY SUBSIDIARY HAS
KNOWLEDGE OF ANY UNPAID ASSESSMENTS FOR ADDITIONAL FEDERAL OR STATE TAXES FOR
ANY FISCAL PERIOD;
16
(H)
THE COLLATERAL AND BORROWER GROUP'S BOOKS AND RECORDS,
INCLUDING, WITHOUT LIMITATION, COMPUTER PROGRAMS, PRINTOUTS AND OTHER COMPUTER
MATERIALS AND RECORDS CONCERNING THE COLLATERAL, ARE AT THE ADDRESSES FOR
BORROWER GROUP SET FORTH HEREIN;
(I)
EACH PARTY COMPRISING THE BORROWER GROUP IS ORGANIZED AND
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND, SINCE THEIR RESPECTIVE
DATES OF INCORPORATION, HAVE NOT BEEN KNOWN UNDER OR USED AS ANY OTHER CORPORATE
OR FICTITIOUS NAME;
(J)
BORROWER GROUP HAS THE RIGHT AND POWER AND IS DULY
AUTHORIZED AND EMPOWERED TO ENTER INTO, EXECUTE, DELIVER AND PERFORM THIS
AGREEMENT AND THE OTHER AGREEMENTS TO WHICH IT IS A PARTY, AND THE OFFICERS
EXECUTING AND DELIVERING THIS AGREEMENT AND SUCH OTHER AGREEMENTS ON BEHALF OF
BORROWER GROUP ARE DULY AUTHORIZED AND EMPOWERED TO DO SO;
(K)
THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER GROUP OF
THIS AGREEMENT AND THE OTHER AGREEMENTS WILL NOT, BY THE LAPSE OF TIME, THE
GIVING OF NOTICE, THE HAPPENING OF ANY FURTHER CONDITION, EVENT OR ACT OR
OTHERWISE, CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW OR A BREACH OF ANY
PROVISION CONTAINED IN BORROWER GROUP'S RESPECTIVE CERTIFICATES OF INCORPORATION
AND/OR BY-LAWS AND OF EACH PARTY COMPRISING THE BORROWER GROUP AND/OR CONTAINED
IN ANY AGREEMENT, INSTRUMENT OR DOCUMENT TO WHICH BORROWER GROUP IS NOW A PARTY
OR BY WHICH BORROWER GROUP IS BOUND;
(L)
THIS AGREEMENT, THE REVOLVING LINE OF CREDIT NOTE, THE TERM
NOTE, THE MERCHANT LOAN, THE GUARANTY, AND THE OTHER AGREEMENTS ARE LEGAL, VALID
AND BINDING OBLIGATIONS OF BORROWER GROUP (AS APPLICABLE), ENFORCEABLE IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS;
(M)
BORROWER GROUP AND EACH SUBSIDIARY HAVE, AND ARE CURRENT AND IN
GOOD STANDING WITH RESPECT TO, ALL GOVERNMENTAL APPROVALS, PERMITS,
CERTIFICATES, INSPECTIONS, CONSENTS AND FRANCHISES NECESSARY TO CONTINUE TO
CONDUCT THEIR RESPECTIVE BUSINESSES AS HERETOFORE CONDUCTED AND TO OWN OR LEASE
AND OPERATE THE PROPERTIES NOW OWNED OR LEASED BY THEM; AND NO AUTHORIZATION,
CONSENT OR APPROVAL OF ANY FEDERAL, STATE, MUNICIPAL OR OTHER