(D)
FINANCIAL CONDITION.
EACH FINANCIAL
STATEMENT OF DEBTOR SUPPLIED TO LENDER TRULY DISCLOSES AND FAIRLY PRESENTS SUCH
PERSON'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 DEBTOR SUBSEQUENT TO THE DATE OF THE MOST RECENT FINANCIAL
STATEMENT SUPPLIED TO LENDER.
(E)
OPERATION OF BUSINESS.
DEBTOR POSSESSES
ALL CONTRACTS, LICENSES, PERMITS, FRANCHISES, PATENTS, COPYRIGHTS, TRADEMARKS,
AND TRADENAMES, OR RIGHTS THERETO, NECESSARY TO CONDUCT ITS BUSINESSES
SUBSTANTIALLY AS NOW CONDUCTED AND AS PRESENTLY PROPOSED TO BE CONDUCTED, AND
DEBTOR AND IS NOT IN VIOLATION OF ANY VALID RIGHTS OF OTHERS WITH RESPECT TO ANY
OF THE FOREGOING, EXCEPT ANY VIOLATIONS THAT WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(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 DEBTOR, THREATENED
AGAINST OR AFFECTING DEBTOR THAT WOULD, IF ADVERSELY DETERMINED, HAVE A MATERIAL
ADVERSE EFFECT.
THERE ARE NO OUTSTANDING JUDGMENTS AGAINST DEBTOR.
(G)
RIGHTS IN PROPERTIES; LIENS.
DEBTOR HAS
GOOD TITLE TO OR VALID LEASEHOLD INTERESTS IN ITS PROPERTIES AND ASSETS,
INCLUDING THE PROPERTIES AND ASSETS REFLECTED IN THE FINANCIAL STATEMENTS
PROVIDED TO LENDER, AND NONE OF THE COLLATERAL IS SUBJECT TO ANY LIEN, EXCEPT
PERMITTED ENCUMBRANCES.
(H)
DISCLOSURE.
NO STATEMENT, INFORMATION,
REPORT, REPRESENTATION, OR WARRANTY MADE BY DEBTOR IN THE LOAN DOCUMENTS OR
FURNISHED 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 TO MAKE THE STATEMENTS HEREIN
OR THEREIN NOT MISLEADING.
THERE IS NO FACT KNOWN TO DEBTOR WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT THAT HAS NOT BEEN
DISCLOSED IN WRITING TO LENDER.
(I)
AGREEMENTS.
DEBTOR IS NOT A PARTY TO
ANY INDENTURE, LOAN, OR CREDIT AGREEMENT, OR TO ANY LEASE OR OTHER AGREEMENT OR
INSTRUMENT, OR SUBJECT TO ANY CHARTER OR CORPORATE OR OTHER ORGANIZATIONAL
RESTRICTION WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
DEBTOR IS NOT IN DEFAULT IN ANY MATERIAL RESPECT IN THE PERFORMANCE,
OBSERVANCE, OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS, OR CONDITIONS
CONTAINED IN ANY AGREEMENT OR INSTRUMENT MATERIAL TO ITS BUSINESS.
7
(J)
COMPLIANCE WITH LAWS.
DEBTOR IS NOT IN
VIOLATION OF ANY LAW, RULE, REGULATION, ORDER, OR DECREE OF ANY GOVERNMENTAL
AUTHORITY OR ARBITRATOR, THE VIOLATION OF WHICH WOULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(K)
TAXES; GOVERNMENTAL CHARGES.
DEBTOR HAS
FILED ALL FEDERAL, STATE AND LOCAL TAX REPORTS AND RETURNS REQUIRED BY ANY LAW
OR REGULATION TO BE FILED BY IT AND HAS EITHER DULY PAID ALL TAXES, DUTIES AND
CHARGES INDICATED DUE ON THE BASIS OF SUCH RETURNS AND REPORTS, OR MADE ADEQUATE
PROVISION FOR THE PAYMENT THEREOF, AND THE ASSESSMENT OF ANY MATERIAL AMOUNT OF
ADDITIONAL TAXES IN EXCESS OF THOSE PAID AND REPORTED IS NOT REASONABLY
EXPECTED.