ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS. SINCE DECEMBER 31,
2004, THERE HAS BEEN NO DEVELOPMENT OR EVENT OR ANY PROSPECTIVE DEVELOPMENT OR
EVENT WHICH HAS HAD OR SHOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
C)
LITIGATION.
THERE ARE NO ACTIONS, SUITS, ARBITRATIONS,
INVESTIGATIONS OR PROCEEDINGS PENDING OR, TO ITS KNOWLEDGE, THREATENED AGAINST
THE SELLER OR ANY OF ITS SUBSIDIARIES OR AFFECTING ANY OF THE PROPERTY THEREOF
BEFORE ANY GOVERNMENTAL AUTHORITY, (I) AS TO WHICH INDIVIDUALLY OR IN THE
AGGREGATE THERE IS A REASONABLE LIKELIHOOD OF AN ADVERSE DECISION WHICH WOULD BE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT OR (II) WHICH QUESTIONS THE
VALIDITY OR ENFORCEABILITY OF ANY OF THE PROGRAM DOCUMENTS OR ANY ACTION TO BE
TAKEN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THERE IS A
REASONABLE LIKELIHOOD OF A MATERIAL ADVERSE EFFECT OR ADVERSE DECISION.
D)
NO BREACH.
NEITHER (A) THE EXECUTION AND DELIVERY OF THE
PROGRAM DOCUMENTS OR (B) THE CONSUMMATION OF THE TRANSACTIONS THEREIN
CONTEMPLATED IN COMPLIANCE WITH THE TERMS AND PROVISIONS THEREOF WILL CONFLICT
WITH OR RESULT IN A BREACH OF THE CHARTER OR BY-LAWS (OR OTHER ORGANIZATIONAL OR
GOVERNING DOCUMENTS) OF THE SELLER, OR ANY APPLICABLE LAW, RULE OR REGULATION,
OR ANY ORDER, WRIT, INJUNCTION OR DECREE OF ANY GOVERNMENTAL AUTHORITY, OR OTHER
MATERIAL AGREEMENT OR INSTRUMENT TO WHICH THE SELLER, OR ANY OF ITS
SUBSIDIARIES, IS A PARTY OR BY WHICH ANY OF THEM OR ANY OF THEIR PROPERTY IS
BOUND OR TO WHICH ANY OF THEM IS SUBJECT, OR CONSTITUTE A DEFAULT UNDER ANY SUCH
MATERIAL AGREEMENT OR INSTRUMENT, OR (EXCEPT FOR THE LIENS CREATED PURSUANT TO
THIS AGREEMENT) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY
PROPERTY OF THE SELLER OR ANY OF ITS SUBSIDIARIES, PURSUANT TO THE TERMS OF ANY
SUCH AGREEMENT OR INSTRUMENT.
E)
ACTION.
THE SELLER HAS ALL NECESSARY CORPORATE OR OTHER POWER,
AUTHORITY AND LEGAL RIGHT TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER
EACH OF THE PROGRAM DOCUMENTS TO WHICH IT IS A PARTY; THE EXECUTION, DELIVERY
AND PERFORMANCE BY THE SELLER OF EACH OF THE PROGRAM DOCUMENTS TO WHICH IT IS A
PARTY HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ACTION ON ITS
PART; AND EACH PROGRAM DOCUMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED
BY THE SELLER AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE
SELLER, ENFORCEABLE AGAINST THE SELLER IN ACCORDANCE WITH ITS TERMS.
24
F)
APPROVALS.
NO AUTHORIZATIONS, APPROVALS OR CONSENTS OF, AND NO
FILINGS OR REGISTRATIONS WITH, ANY GOVERNMENTAL AUTHORITY, OR ANY OTHER PERSON,
ARE NECESSARY FOR THE EXECUTION, DELIVERY OR PERFORMANCE BY THE SELLER OF THE
PROGRAM DOCUMENTS TO WHICH IT IS A PARTY OR FOR THE LEGALITY, VALIDITY OR
ENFORCEABILITY THEREOF, EXCEPT FOR FILINGS AND RECORDINGS IN RESPECT OF THE
LIENS CREATED PURSUANT TO THIS AGREEMENT.
G)
MARGIN REGULATIONS.
NEITHER A TRANSACTION HEREUNDER, NOR THE
USE OF THE PROCEEDS THEREOF, WILL VIOLATE OR BE INCONSISTENT WITH THE PROVISIONS
OF REGULATION T,