AUTHORIZED BY RESOLUTIONS OF THE BOARD OF DIRECTORS OF SUCH LOAN PARTY (OR
OTHER APPROPRIATE ACTION AUTHORIZING SUCH EXECUTION, DELIVERY AND PERFORMANCE
HAS BEEN TAKEN WITH RESPECT TO EACH LOAN PARTY THAT IS NOT A CORPORATION).
THE
LOAN DOCUMENTS HAVE BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY EACH OF THE
LOAN PARTIES THAT IS A PARTY THERETO AND CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE LOAN PARTIES, ENFORCEABLE AGAINST THE LOAN PARTIES IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS LIMITED BY BANKRUPTCY,
INSOLVENCY OR OTHER LAWS OF GENERAL APPLICATION RELATING TO THE ENFORCEMENT OF
CREDITORS' RIGHTS AND GENERAL PRINCIPLES OF EQUITY.
SECTION 7.9
APPROVALS.
NO AUTHORIZATION, APPROVAL OR CONSENT OF,
AND NO FILING OR REGISTRATION WITH OR NOTICE TO, ANY GOVERNMENTAL AUTHORITY OR
THIRD PARTY IS OR WILL BE NECESSARY FOR THE EXECUTION, DELIVERY OR PERFORMANCE
BY ANY LOAN PARTY OF ANY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY OR FOR THE
VALIDITY OR ENFORCEABILITY THEREOF, EXCEPT FOR SUCH CONSENTS, APPROVALS AND
FILINGS AS HAVE BEEN VALIDLY OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT.
NONE OF THE LOAN PARTIES HAS FAILED TO OBTAIN ANY MATERIAL GOVERNMENTAL CONSENT,
APPROVAL, LICENSE, PERMIT, FRANCHISE OR OTHER GOVERNMENTAL AUTHORIZATION
NECESSARY FOR THE OWNERSHIP OF ANY OF ITS PROPERTIES OR THE CONDUCT OF ITS
BUSINESS.
SECTION 7.10
DEBT.
AS OF THE CLOSING DATE AND THE EFFECTIVE DATE, THE
LOAN PARTIES AND THEIR SUBSIDIARIES HAVE NO DEBT EXCEPT FOR (A) THE OBLIGATIONS
AND (B) THE DEBT DISCLOSED ON SCHEDULE 7.10 HERETO.
SECTION 7.11
TAXES.
THE LOAN PARTIES HAVE FILED ALL TAX RETURNS
(FEDERAL, STATE AND LOCAL) REQUIRED TO BE FILED, INCLUDING ALL INCOME,
FRANCHISE, EMPLOYMENT, PROPERTY AND SALES TAX RETURNS, AND HAVE PAID ALL OF
THEIR RESPECTIVE LIABILITIES (OTHER THAN LIABILITIES WHICH DO NOT, IN THE
AGGREGATE, EXCEED $100,000 IN AMOUNT) FOR TAXES, ASSESSMENTS, GOVERNMENTAL
CHARGES AND OTHER LEVIES THAT ARE DUE AND PAYABLE, EXCEPT SUCH TAXES, IF ANY,
THE PAYMENT OF WHICH IS CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS DILIGENTLY CONDUCTED BY OR ON BEHALF OF SUCH PERSON AND AS TO WHICH,
IF REQUIRED BY GAAP, SUCH PERSON HAS ESTABLISHED ADEQUATE RESERVES.
F.Y.I. IS
NOT AWARE OF ANY PENDING INVESTIGATION OF ANY LOAN PARTY OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES, BY ANY TAXING AUTHORITY OR OF ANY PENDING BUT
UNASSESSED TAX LIABILITY OF ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES, OTHER THAN WITH RESPECT TO (A) AD VALOREM OR OTHER REAL PROPERTY
TAXES NOT IN EXCESS OF $100,000 AS TO ANY SUCH PERSON AND (B) OTHER TAXES IN AN
AGGREGATE AMOUNT AS TO ANY SUCH PERSON WHICH COULD NOT, IF AN ADVERSE
DETERMINATION IS MADE WITH RESPECT TO SUCH TAXES, MATERIALLY AND ADVERSELY
AFFECT SUCH PERSON, WHICH (AS TO EACH OF CLAUSES (A) AND (B) PRECEDING) ARE
CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED BY OR ON BEHALF OF SUCH PERSON AND AS TO WHICH, IF REQUIRED BY GAAP,
SUCH PERSON HAS ESTABLISHED ADEQUATE RESERVES.
NO