NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE CHANGE.
EACH RESTRICTED PERSON HAS TAKEN ALL ACTIONS AND
PROCEDURES CUSTOMARILY TAKEN IN ORDER TO ENTER, FOR THE PURPOSE OF CONDUCTING
BUSINESS OR OWNING PROPERTY, EACH JURISDICTION OUTSIDE THE UNITED STATES WHEREIN
THE CHARACTER OF THE PROPERTIES OWNED OR HELD BY IT OR THE NATURE OF THE
BUSINESS TRANSACTED BY IT MAKES SUCH ACTIONS AND PROCEDURES DESIRABLE COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
SECTION 5.3.
AUTHORIZATION.
EACH RESTRICTED PERSON HAS THE POWER AND
AUTHORITY TO EXECUTE, DELIVER, AND PERFORM ITS RESPECTIVE OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS. EACH RESTRICTED PERSON HAS TAKEN ALL
ACTION NECESSARY TO AUTHORIZE THE EXECUTION AND DELIVERY BY IT OF THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY AND TO AUTHORIZE THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY AND THE PERFORMANCE OF ITS OBLIGATIONS
THEREUNDER.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN DULY EXECUTED
AND DELIVERED BY BORROWER AND EACH OTHER RESTRICTED PERSON A PARTY THERETO.
BORROWER IS DULY AUTHORIZED TO BORROW FUNDS HEREUNDER.
SECTION 5.4.
NO CONFLICTS OR CONSENTS.
THE EXECUTION AND DELIVERY BY
THE VARIOUS RESTRICTED PERSONS OF THE LOAN DOCUMENTS TO WHICH EACH IS A PARTY,
THE PERFORMANCE BY EACH OF ITS OBLIGATIONS UNDER SUCH LOAN DOCUMENTS, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE VARIOUS LOAN DOCUMENTS, DO
NOT AND WILL NOT (A) CONFLICT WITH ANY PROVISION OF (I) ANY LAW, (II) THE
ORGANIZATIONAL DOCUMENTS OF ANY RESTRICTED PERSON, OR (III) ANY MATERIAL
AGREEMENT, JUDGMENT, LICENSE, ORDER OR PERMIT APPLICABLE TO OR BINDING UPON ANY
RESTRICTED PERSON; (B) RESULT IN THE ACCELERATION OF ANY INDEBTEDNESS OWED BY
ANY RESTRICTED PERSON; OR (C) RESULT IN OR REQUIRE THE CREATION OF ANY LIEN UPON
ANY ASSETS OR PROPERTIES OF ANY RESTRICTED PERSON EXCEPT AS EXPRESSLY
CONTEMPLATED OR PERMITTED IN THE LOAN DOCUMENTS.
EXCEPT AS EXPRESSLY
CONTEMPLATED IN THE LOAN DOCUMENTS, NO PERMIT, CONSENT, APPROVAL, AUTHORIZATION
OR
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ORDER OF, AND NO NOTICE TO OR FILING WITH, ANY TRIBUNAL OR THIRD PARTY IS
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY ANY
RESTRICTED PERSON OF ANY LOAN DOCUMENT OR TO CONSUMMATE ANY TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS.
SECTION 5.5.
ENFORCEABLE OBLIGATIONS.
THIS AGREEMENT IS, AND THE
OTHER LOAN DOCUMENTS WHEN DULY EXECUTED AND DELIVERED WILL BE, LEGAL, VALID AND
BINDING OBLIGATIONS OF EACH RESTRICTED PERSON WHICH IS A PARTY HERETO OR
THERETO, ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS EXCEPT AS SUCH
ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS OF GENERAL
APPLICATION RELATING TO THE ENFORCEMENT OF CREDITORS' RIGHTS.
SECTION 5.6.
INITIAL FINANCIAL STATEMENTS.
RESTRICTED PERSONS HAVE
HERETOFORE DELIVERED TO EACH LENDER TRUE, CORRECT AND COMPLETE COPIES OF THE
INITIAL FINANCIAL STATEMENTS.
THE INITIAL FINANCIAL STATEMENTS FAIRLY PRESENT
BORROWER'S CONSOLIDATED FINANCIAL POSITION AT THE RESPECTIVE DATES THEREOF AND
THE CONSOLIDATED RESULTS OF BORROWER'S OPERATIONS AND BORROWER'S CONSOLIDATED
CASH FLOWS FOR THE RESPECTIVE PERIODS THEREOF.
SINCE THE DATE OF THE ANNUAL
INITIAL FINANCIAL STATEMENTS, NO MATERIAL