EXECUTION AND DELIVERY BY BORROWER OF THE
CREDIT DOCUMENTS EXECUTED BY BORROWER AND THE PERFORMANCE AND CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED THEREBY DO NOT (I) VIOLATE ANY REQUIREMENT OF LAW
APPLICABLE TO BORROWER; (II) VIOLATE ANY PROVISION OF, OR RESULT IN THE BREACH
OR THE ACCELERATION OF, OR ENTITLE ANY OTHER PERSON TO ACCELERATE (WHETHER AFTER
THE GIVING OF NOTICE OR LAPSE OF TIME OR BOTH), ANY CONTRACTUAL OBLIGATION OF
BORROWER; OR (III) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY
PROPERTY, ASSET OR REVENUE OF BORROWER (EXCEPT SUCH
8
LIENS AS MAY BE CREATED IN FAVOR OF LENDER PURSUANT TO THIS AGREEMENT OR THE
OTHER CREDIT DOCUMENTS).
(E)
APPROVALS. NO CONSENT, APPROVAL, ORDER OR AUTHORIZATION OF, OR
REGISTRATION, DECLARATION OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER
PERSON (INCLUDING
THE PARTNERS, MEMBERS OR SHAREHOLDERS OF ANY PERSON) THAT HAS
NOT BEEN OBTAINED ON OR PRIOR TO THE CLOSING DATE IS REQUIRED IN CONNECTION WITH
THE EXECUTION AND DELIVERY OF THE CREDIT DOCUMENTS EXECUTED BY BORROWER AND THE
CONSUMMATION AND PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED THEREBY.
(F)
NO VIOLATION OR DEFAULT. BORROWER IS NOT IN VIOLATION OF OR IN
DEFAULT WITH RESPECT TO (I) ANY REQUIREMENT OF LAW APPLICABLE TO IT OR (II) ANY
CONTRACTUAL OBLIGATION OF IT (NOR IS THERE ANY WAIVER IN EFFECT WHICH, IF NOT IN
EFFECT, WOULD RESULT IN SUCH A VIOLATION OR DEFAULT), WHERE, INDIVIDUALLY OR IN
THE AGGREGATE, SUCH VIOLATIONS OR DEFAULTS COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
(G)
LITIGATION. NO ACTIONS, SUITS, PROCEEDINGS OR INVESTIGATIONS ARE
PENDING OR, TO THE KNOWLEDGE OF BORROWER, THREATENED AGAINST BORROWER AT LAW OR
IN EQUITY IN ANY COURT OR BEFORE ANY OTHER GOVERNMENTAL AUTHORITY WHICH
(I) COULD REASONABLY BE EXPECTED TO (INDIVIDUALLY OR IN THE AGGREGATE) HAVE A
MATERIAL ADVERSE EFFECT OR (II) SEEK TO ENJOIN, EITHER DIRECTLY OR INDIRECTLY,
THE EXECUTION, DELIVERY OR PERFORMANCE BY BORROWER OF THE CREDIT DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY.
(H)
TITLE. BORROWER OWNS AND HAS GOOD AND MARKETABLE TITLE IN FEE
SIMPLE ABSOLUTE TO, OR A VALID LEASEHOLD INTEREST IN, ALL OF ITS REAL PROPERTIES
AND GOOD TITLE TO ITS OTHER RESPECTIVE ASSETS AND PROPERTIES AS REFLECTED IN THE
MOST RECENT FINANCIAL STATEMENTS DELIVERED TO LENDER (EXCEPT THOSE ASSETS AND
PROPERTIES DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS OR OTHERWISE IN
COMPLIANCE WITH THIS AGREEMENT SINCE THE DATE OF SUCH FINANCIAL STATEMENTS) AND
ALL RESPECTIVE ASSETS AND PROPERTIES ACQUIRED BY BORROWER SINCE SUCH DATE
(EXCEPT THOSE DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS OR OTHERWISE IN
COMPLIANCE WITH THIS AGREEMENT), INCLUDING ALL OF THE COLLATERAL. SUCH ASSETS
AND PROPERTIES ARE SUBJECT TO NO LIENS, EXCEPT FOR PERMITTED LIENS.
(I)
FINANCIAL STATEMENTS. THE FINANCIAL STATEMENTS OF BORROWER THAT
HAVE BEEN DELIVERED TO LENDER, (I) ARE IN ACCORDANCE WITH THE BOOKS AND RECORDS
OF BORROWER, WHICH HAVE BEEN MAINTAINED IN ACCORDANCE WITH GOOD BUSINESS
PRACTICE; (II) HAVE BEEN PREPARED IN CONFORMITY WITH GAAP AND (III) FAIRLY
PRESENT THE FINANCIAL POSITION OF BORROWER