MATERIAL ADVERSE CHANGE.
ALL FINANCIAL
STATEMENTS RELATING TO ANY BORROWER WHICH HAVE BEEN OR MAY HEREAFTER BE
DELIVERED BY ANY BORROWER TO AGENT AND LENDERS HAVE BEEN PREPARED IN ACCORDANCE
WITH GAAP (EXCEPT AS TO ANY INTERIM FINANCIAL STATEMENTS, TO THE EXTENT SUCH
STATEMENTS ARE SUBJECT TO NORMAL YEAR END ADJUSTMENTS AND DO NOT INCLUDE ANY
NOTES) AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND
THE RESULTS OF OPERATION OF SUCH BORROWER AS AT THE DATES AND FOR THE PERIODS
SET FORTH THEREIN.
EXCEPT AS DISCLOSED IN ANY INTERIM FINANCIAL STATEMENTS
FURNISHED BY BORROWERS TO AGENT OR OTHERWISE DISCLOSED BY BORROWERS TO AGENT IN
WRITING, IN EACH CASE PRIOR TO THE DATE OF THIS AGREEMENT, THERE HAS BEEN NO
ACT, CONDITION OR EVENT WHICH HAS HAD OR IS REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT SINCE THE DATE OF THE MOST RECENT AUDITED FINANCIAL STATEMENTS OF
EACH BORROWER FURNISHED BY EACH BORROWER TO AGENT PRIOR TO THE DATE OF THIS
AGREEMENT.
8.4
PRIORITY OF LIENS; TITLE TO PROPERTIES.
THE SECURITY INTERESTS AND
LIENS GRANTED TO AGENT UNDER THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS
CONSTITUTE VALID AND PERFECTED FIRST PRIORITY LIENS AND SECURITY INTERESTS IN
AND UPON THE COLLATERAL SUBJECT AS TO PRIORITY ONLY TO THE LIENS INDICATED ON
SCHEDULE 8.4 TO THE INFORMATION CERTIFICATE AND THE OTHER LIENS PERMITTED UNDER
SECTION 9.8 HEREOF TO THE EXTENT SUCH LIENS MAY HAVE PRIORITY UNDER APPLICABLE
LAW AND EXCEPT TO THE EXTENT THAT AGENT DOES NOT REQUIRE SUCH PERFECTION OR
PRIORITY.
EACH BORROWER HAS GOOD AND MARKETABLE FEE SIMPLE TITLE TO OR VALID
LEASEHOLD INTERESTS IN ALL OF ITS REAL PROPERTY (SUBJECT TO THE EFFECTS ON SUCH
TITLE BEING MARKETABLE OF A MORTGAGE ON SUCH REAL PROPERTY) AND GOOD, VALID AND
MERCHANTABLE TITLE TO ALL OF ITS OTHER PROPERTIES AND ASSETS SUBJECT TO NO
LIENS, MORTGAGES, PLEDGES, SECURITY INTERESTS, ENCUMBRANCES OR CHARGES OF ANY
KIND, EXCEPT THOSE GRANTED TO AGENT AND SUCH OTHERS AS ARE SPECIFICALLY LISTED
ON SCHEDULE 8.4 TO THE INFORMATION CERTIFICATE OR PERMITTED UNDER SECTION 9.8
HEREOF.
8.5
TAX RETURNS.
EACH BORROWER HAS FILED, OR CAUSED TO BE FILED, IN A
TIMELY MANNER ALL FEDERAL AND OTHER MATERIAL TAX RETURNS, REPORTS AND
DECLARATIONS WHICH ARE REQUIRED TO BE FILED BY IT.
ALL INFORMATION IN SUCH TAX
RETURNS, REPORTS AND DECLARATIONS IS COMPLETE AND ACCURATE IN ALL MATERIAL
RESPECTS.
EACH BORROWER HAS PAID OR CAUSED TO BE PAID ALL MATERIAL TAXES DUE
AND PAYABLE OR CLAIMED DUE AND PAYABLE IN ANY ASSESSMENT RECEIVED BY IT, EXCEPT
TAXES THE VALIDITY OF WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS DILIGENTLY PURSUED AND AVAILABLE TO SUCH BORROWER AND WITH RESPECT
TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE ON ITS BOOKS TO THE EXTENT
REQUIRED BY GAAP; PROVIDED, THAT, BORROWERS SHALL PAY OR CAUSE TO BE PAID SUCH
TAXES AS OTHERWISE REQUIRED UNDER THE TERMS OF ITS ARRANGEMENTS WITH THE TAXING
AUTHORITY TO WHOM SUCH TAXES ARE OWED OR OTHER GOVERNMENTAL AUTHORITY
RESPONSIBLE FOR THE ADMINISTRATION