DELIVERY BY THE COMPANY OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER AND THEREUNDER AND ITS ENTERING INTO THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, WILL CONFLICT WITH OR CONTRAVENE, OR RESULT IN
A BREACH OF OR A DEFAULT UNDER, (I) THE COMPANY'S CERTIFICATE OF INCORPORATION
OR BYLAWS, OR (II) ANY MATERIAL LAW, RULE OR REGULATION APPLICABLE TO IT, OR
(III) ANY MATERIAL AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT
OR ANY OF ITS PROPERTY IS BOUND OR SUBJECT, OR (IV) ANY MATERIAL
30
ORDER, REGULATION, WRIT, JUDGMENT, INJUNCTION OR DECREE OF ANY COURT OR
GOVERNMENTAL AUTHORITY OR AGENCY BINDING ON OR AFFECTING IT OR ANY OF ITS
PROPERTY; AND THE SAME WILL NOT RESULT IN OR REQUIRE THE CREATION OF ANY
MATERIAL ADVERSE CLAIM UPON OR WITH RESPECT TO ANY OF ITS PROPERTIES (EXCEPT AS
CONTEMPLATED UNDER THIS AGREEMENT).
(D)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR
FILING (OTHER THAN INFORMATIONAL FILINGS) WITH, ANY GOVERNMENTAL AUTHORITY OR
REGULATORY BODY IS REQUIRED FOR THE DUE EXECUTION, DELIVERY AND PERFORMANCE BY
THE COMPANY OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT TO BE
DELIVERED HEREUNDER OR FOR THE VALIDITY OR ENFORCEABILITY HEREOF OR THEREOF,
EXCEPT FOR (I) FILING OF THE UCC FINANCING STATEMENT REFERRED TO IN SECTION 2,
WHICH, AT THE TIME REQUIRED IN SECTION 2, WILL HAVE BEEN DULY MADE AND BE IN
FULL FORCE AND EFFECT AND (II) AUTHORIZATIONS AND APPROVALS THAT HAVE BEEN
RECEIVED AND ARE IN FULL FORCE AND EFFECT AS OF THE CLOSING DATE.
(E)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR LAW).
(F)
EXCEPT AS DISCLOSED IN SEC REPORTS FILED PRIOR TO THE CLOSING DATE,
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING, OR TO THE KNOWLEDGE OF THE
COMPANY THREATENED, AGAINST OR AFFECTING THE COMPANY OR ANY SUBSIDIARY, OR THE
PROPERTY OF THE COMPANY OR OF ANY SUBSIDIARY, IN ANY COURT, OR BEFORE ANY
ARBITRATOR OF ANY KIND, OR BEFORE OR BY ANY GOVERNMENTAL BODY, WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT
WITH RESPECT TO ANY ORDER OF ANY COURT, ARBITRATOR OR GOVERNMENTAL BODY EXCEPT
FOR DEFAULTS THAT COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(G)
EACH RECEIVABLE IS (I) TOGETHER WITH THE CONTRACT RELATED THERETO,
LEGALLY AND BENEFICIALLY OWNED BY THE COMPANY FREE AND CLEAR OF ANY ADVERSE
CLAIM (EXCEPT AS CREATED HEREUNDER), AND (II) AT THE TIME A SECURITY INTEREST
THEREIN IS GRANTED HEREUNDER, AND TO THE EXTENT INCLUDED AT ANY TIME IN THE