Borrower is not, nor will the execution, delivery, and performance of and compliance with the terms of the Loan Documents cause Borrower to be, in violation of any Laws or in default (nor has any event occurred which, with the giving of notice or lapse of time or both, would constitute such a default) under any contract in any respect which would reasonably be expected to have a Material Adverse Effect.  During the past five (5) years, there have been no proceedings, claims, or (to the best of Borrower’s knowledge) investigations against or involving Borrower by any Tribunal under or pursuant to any environmental, occupational safety and health, antitrust, unfair competition, securities, or other Laws which would have a Material Adverse Effect, except as previously disclosed to the Bank in writing in connection with Borrower’s application for the Loan (the “ Tribunal Proceedings ”).