EQUITABLE
PRINCIPLES.
(C)
NO CONSENT.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
LOAN DOCUMENTS, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY,
DO NOT (I) CONFLICT WITH, RESULT IN A VIOLATION OF, OR CONSTITUTE A DEFAULT
UNDER (A) ANY PROVISION OF THE CONSTITUENT DOCUMENTS (IF ANY) OR OTHER
INSTRUMENT BINDING UPON ANY OBLIGOR, (B) ANY LAW, GOVERNMENTAL REGULATION, COURT
DECREE OR ORDER APPLICABLE TO ANY OBLIGOR, OR (C) ANY MATERIAL CONTRACTUAL
OBLIGATION, AGREEMENT, JUDGMENT, LICENSE, ORDER OR PERMIT APPLICABLE TO OR
BINDING UPON ANY OBLIGOR, (II) REQUIRE THE CONSENT, APPROVAL OR AUTHORIZATION OF
ANY THIRD PARTY OR (III) RESULT IN OR REQUIRE THE CREATION OF ANY LIEN, CHARGE
OR ENCUMBRANCE UPON ANY PROPERTY OF ANY OBLIGOR, EXCEPT AS MAY BE EXPRESSLY
CONTEMPLATED IN OR PERMITTED UNDER THE LOAN DOCUMENTS.
(D)
FINANCIAL CONDITION.
EACH FINANCIAL STATEMENT OF EACH OBLIGOR
SUPPLIED TO LENDER TRULY DISCLOSES AND FAIRLY PRESENTS IN ALL MATERIAL RESPECTS
SUCH OBLIGOR'S FINANCIAL CONDITION AS OF THE DATE OF EACH SUCH STATEMENT. THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN SUCH FINANCIAL CONDITION OR RESULTS OF
OPERATIONS OF ANY OBLIGOR AND ITS CONSOLIDATED SUBSIDIARIES (TAKEN AS A WHOLE)
SUBSEQUENT TO THE DATE OF THE MOST RECENT FINANCIAL STATEMENT DELIVERED BY ANY
OBLIGOR TO LENDER THAT WOULD MATERIALLY AND ADVERSELY AFFECT OBLIGORS' ABILITY
TO REPAY THE INDEBTEDNESS THEN OUTSTANDING UNDER THE LOAN DOCUMENTS.
- 14 -
(E)
OPERATION OF BUSINESS; INACTIVE DEBTORS.
EACH DEBTOR
POSSESSES ALL MATERIAL CONTRACTS, LICENSES, PERMITS, FRANCHISES, PATENTS,
COPYRIGHTS, TRADEMARKS, AND TRADENAMES, OR RIGHTS THERETO, REQUIRED TO CONDUCT
ITS BUSINESSES SUBSTANTIALLY AS NOW CONDUCTED AND AS PRESENTLY PROPOSED TO BE
CONDUCTED, AND EACH DEBTOR IS NOT TO ITS KNOWLEDGE IN VIOLATION OF ANY VALID
RIGHTS OF OTHERS WITH RESPECT TO ANY OF THE FOREGOING, EXCEPT FOR ANY FAILURES
OF POSSESSION OR ANY VIOLATIONS THAT COULD NOT REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
EACH INACTIVE DEBTOR REPRESENTS AND WARRANTS THAT
IT HOLDS NO ASSETS OF MATERIAL VALUE (OTHER THAN TAX LOSS CARRYFORWARDS) AND
CONDUCTS NO MATERIAL OPERATIONS.
(F)
LITIGATION AND JUDGMENTS.
THERE IS NO ACTION, SUIT,
INVESTIGATION, OR PROCEEDING BEFORE OR BY ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR PENDING, OR TO THE KNOWLEDGE OF ANY DEBTOR, THREATENED IN WRITING
AGAINST OR AFFECTING ANY OBLIGOR THAT WOULD, IF ADVERSELY DETERMINED, HAVE A
MATERIAL ADVERSE EFFECT. THERE ARE NO OUTSTANDING JUDGMENTS AGAINST ANY OBLIGOR.
(G)
RIGHTS IN PROPERTIES; LIENS.
EACH DEBTOR HAS GOOD AND
MARKETABLE TITLE TO OR VALID LEASEHOLD INTERESTS IN ITS MATERIAL PROPERTIES,
INCLUDING SUCH PROPERTIES REFLECTED IN THE FINANCIAL STATEMENTS PROVIDED TO
LENDER, AND NONE OF THE PROPERTIES OF ANY DEBTOR IS SUBJECT TO ANY LIEN, EXCEPT
PERMITTED ENCUMBRANCES.
(H)
DEBT.
NO DEBTOR HAS ANY DEBT OTHER THAN PERMITTED
INDEBTEDNESS.
(I)
DISCLOSURE.
NO STATEMENT, INFORMATION, REPORT,
REPRESENTATION, OR WARRANTY MADE BY ANY OBLIGOR IN THE LOAN DOCUMENTS OR
FURNISHED BY ANY OBLIGOR TO LENDER IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY CONTAINS ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY