RESPECT TO IT;
(II)
IT IS NOT IN DEFAULT WITH RESPECT TO ANY JUDGMENT, WRIT,
INJUNCTION, DECREE OR ORDER OF ANY GOVERNMENTAL AUTHORITY, WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT WITH RESPECT TO IT; AND
(III)
IT HAS COMPLIED WITH ALL APPLICABLE PROVISIONS OF ITS
ORGANIZATIONAL OR GOVERNING DOCUMENTS AND ANY OTHER REQUIREMENTS OF LAW WITH
RESPECT TO IT, ITS BUSINESS AND PROPERTIES AND THE COLLATERAL.
(F)
AGREEMENTS
(I)
IT HAS NO CONTRACTUAL OBLIGATIONS OTHER THAN (A) THE TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY AND THE OTHER CONTRACTUAL ARRANGEMENTS
PERMITTED THEREBY OR CONTEMPLATED THEREUNDER AND (B) ANY OTHER AGREEMENTS OR
INSTRUMENTS THAT IT IS NOT PROHIBITED FROM ENTERING INTO BY SECTION 26.3(F) AND
THAT, IN THE AGGREGATE, NEITHER CONTAIN PAYMENT OBLIGATIONS OR OTHER LIABILITIES
ON THE PART OF IT IN EXCESS OF $100,000 NOR WOULD UPON DEFAULT RESULT IN A
MATERIAL ADVERSE EFFECT. OTHER THAN THE RESTRICTIONS CREATED BY THE TRANSACTION
DOCUMENTS, IT IS NOT SUBJECT TO ANY LIMITED LIABILITY COMPANY RESTRICTION THAT
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT WITH RESPECT TO
IT; AND
(II)
IT IS NOT IN DEFAULT IN ANY MATERIAL RESPECT UNDER ANY PROVISION
OF ANY TRANSACTION DOCUMENT OR ANY OTHER MATERIAL CONTRACTUAL OBLIGATION TO
WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES OR ASSETS ARE OR MAY
BE BOUND.
(G)
FEDERAL RESERVE REGULATIONS
(I)
IT IS NOT ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF BUYING OR
CARRYING MARGIN STOCK; AND
46
(II)
NO PART OF THE PROCEEDS FROM THE ISSUANCE OF ANY LOANS WILL BE
USED, WHETHER DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR
ULTIMATELY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF, OR THAT IS INCONSISTENT
WITH, THE PROVISIONS OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATION T,
REGULATION U OR REGULATION X.
(H)
INVESTMENT COMPANY ACT. IT IS NOT AN "INVESTMENT COMPANY" AS
DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE 1940 ACT NOR IS IT "CONTROLLED"
BY A COMPANY DEFINED AS AN "INVESTMENT COMPANY" OR SUBJECT TO REGULATION UNDER
THE 1940 ACT.
(I)
NO TERMINATION EVENT. NO TERMINATION EVENT OR POTENTIAL
TERMINATION EVENT HAS OCCURRED AND IS CONTINUING.
(J)
TAX CLASSIFICATION. NEITHER THE COMPANY NOR ANY MEMBER OF THE
COMPANY HAS ELECTED OR TAKEN ANY ACTION THAT WOULD CAUSE THE COMPANY TO BE
CLASSIFIED AS A PARTNERSHIP OR CORPORATION FOR U.S. TAX PURPOSES.
(K)
TAX RETURNS. IT HAS FILED OR CAUSED TO BE FILED ALL MATERIAL TAX
RETURNS AND HAS PAID OR CAUSED TO BE PAID OR MADE ADEQUATE PROVISION FOR ALL
TAXES DUE AND PAYABLE BY IT AND ALL ASSESSMENTS RECEIVED BY IT EXCEPT TO THE
EXTENT THAT ANY FAILURE TO FILE OR NONPAYMENT (I) IS BEING CONTESTED IN GOOD
FAITH OR (II) COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT WITH RESPECT TO IT.
(L)
LOCATION OF RECORDS. THE OFFICES AT WHICH THE COMPANY KEEPS ITS
RECORDS