OTHER LOAN
DOCUMENTS CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY AND
EACH OF ITS SUBSIDIARIES PARTY HERETO OR THERETO ENFORCEABLE AGAINST SUCH PERSON
IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
(I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
(II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
(D)
COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE COMPANY AND ITS SUBSIDIARIES OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENT TO WHICH EACH SUCH PERSON IS A PARTY WILL NOT
(A) CONTRAVENE, RESULT IN ANY BREACH OF, OR CONSTITUTE A DEFAULT UNDER, OR
RESULT IN THE CREATION OF ANY LIEN IN RESPECT OF ANY PROPERTY OF ANY SUCH PERSON
UNDER, ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN, PURCHASE OR CREDIT
AGREEMENT, LEASE, CORPORATE CHARTER OR BY-LAWS, OR ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH SUCH PERSON IS BOUND OR BY WHICH SUCH PERSON OR ANY OF ITS
PROPERTIES MAY BE BOUND OR AFFECTED, (B) CONFLICT WITH OR RESULT IN A BREACH OF
ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY ORDER, JUDGMENT, DECREE, OR
RULING OF ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY APPLICABLE TO SUCH
PERSON OR (C) VIOLATE ANY PROVISION OF ANY STATUTE OR OTHER RULE OR REGULATION
OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO THE COMPANY OR ANY SUBSIDIARY.
(E)
GOVERNMENTAL AUTHORIZATIONS, ETC.
NO CONSENT, APPROVAL OR
AUTHORIZATION OF, OR REGISTRATION, FILING OR DECLARATION WITH, ANY GOVERNMENTAL
AUTHORITY IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE
BY THE COMPANY OR ANY SUBSIDIARY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(OTHER THAN THE FILING OF A FORM 8-K WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE SECURITIES AND EXCHANGE ACT OF 1934 (AS AMENDED)) EXCEPT FOR
SUCH APPROVAL, CONSENT OR AUTHORIZATION THE FAILURE TO POSSESS WHICH, COULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(F)
TAXES.
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAVE FILED ALL
MATERIAL TAX RETURNS THAT ARE REQUIRED TO HAVE BEEN FILED IN ANY JURISDICTION,
AND HAVE PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SUCH RETURNS AND ALL
OTHER TAXES AND ASSESSMENTS LEVIED UPON IT OR ITS PROPERTIES, ASSETS, INCOME OR
FRANCHISES, TO THE EXTENT SUCH TAXES AND ASSESSMENTS HAVE BECOME DUE AND PAYABLE
AND BEFORE THEY HAVE BECOME DELINQUENT, EXCEPT FOR ANY TAXES AND ASSESSMENTS
(A) THE AMOUNT OF WHICH IS NOT INDIVIDUALLY OR IN THE AGGREGATE MATERIAL OR
(B) THE AMOUNT, APPLICABILITY OR VALIDITY OF WHICH IS CURRENTLY BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE
38
PROCEEDINGS AND WITH RESPECT TO WHICH SUCH PERSON HAS ESTABLISHED ADEQUATE
RESERVES IN ACCORDANCE WITH GAAP.
NO BORROWER OR ANY SUBSIDIARY KNOWS OF ANY
BASIS FOR ANY OTHER TAX OR ASSESSMENT THAT WOULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
THE CHARGES, ACCRUALS AND RESERVES ON