OR SENIOR
OFFICERS OF BORROWER ARE REQUIRED TO CERTIFY, IN CONNECTION WITH THE FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION OF THE FORM 10Q AND FORM 10K OF BORROWER,
AS TO THE INTERNAL CONTROLS OF BORROWER, INTERNAL CONTROL EVENT.
NEITHER
BORROWER NOR ANY SUBSIDIARY HAS ANY OBLIGATION WITH RESPECT TO ANY MATERIAL
OFF-BALANCE SHEET LIABILITY EXCEPT AS DESCRIBED IN SCHEDULE 7.3.
7.4
COMPLIANCE WITH LAWS AND OTHER MATTERS.
THE
EXECUTION, DELIVERY AND PERFORMANCE AND COMPLIANCE WITH THE TERMS OF THE LOAN
DOCUMENTS WILL NOT CAUSE BORROWER OR ANY SUBSIDIARY TO BE, (A) IN VIOLATION OF
ITS CORPORATE CHARTER OR BYLAWS, CERTIFICATE OF ORGANIZATION, OPERATING
AGREEMENT, CERTIFICATE OF LIMITED PARTNERSHIP, PARTNERSHIP AGREEMENT OR OTHER
ORGANIZATION AND GOVERNANCE DOCUMENT, (B) IN VIOLATION OF ANY LAW IN ANY RESPECT
WHICH COULD HAVE ANY MATERIAL ADVERSE EFFECT, OR (C) IN DEFAULT (NOR HAS ANY
EVENT OCCURRED WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH, COULD CONSTITUTE A
DEFAULT) UNDER ANY MATERIAL AGREEMENT (INCLUDING ANY AGREEMENT RELATED TO ANY
DEBT OR SUCH PERSON).
7.5
LITIGATION.
THERE IS NO LITIGATION PENDING
AGAINST OR, TO THE KNOWLEDGE OF BORROWER, THREATENED AGAINST OR AFFECTING ANY
BORROWER OR ANY SUBSIDIARY OR THEIR RESPECTIVE ASSETS OR PROPERTIES WHICH
INVOLVES THE PROBABILITY OF ANY FINAL JUDGMENT OR LIABILITY WHICH MAY RESULT IN
A MATERIAL ADVERSE CHANGE.
SCHEDULE 7.5 IS A COMPLETE AND CORRECT DESCRIPTION
OF ALL EXISTING LITIGATION.
THERE ARE NO OUTSTANDING OR UNPAID FINAL JUDGMENTS
AGAINST BORROWER OR ANY SUBSIDIARY.
7.6
DEBT.
SINCE THE DATE OF THE LATEST OF THE
CURRENT FINANCIALS, NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES HAS INCURRED
ANY DEBT EXCEPT PERMITTED DEBT.
SCHEDULE 7.6 IS A COMPLETE AND CORRECT
DESCRIPTION OF ALL EXISTING DEBT.
7.7
TITLE TO PROPERTIES.
BORROWER AND EACH
SUBSIDIARY HAVE (A) FULL CORPORATE, LIMITED LIABILITY OR PARTNERSHIP
(RESPECTIVELY) POWER, AUTHORITY AND LEGAL RIGHT TO OWN AND OPERATE THE
PROPERTIES WHICH IT NOW OWNS OR LEASES, AND TO CARRY ON THE LINES OF BUSINESS IN
WHICH IT IS NOW ENGAGED, AND (B) GOOD AND MARKETABLE TITLE TO ITS OWNED
PROPERTIES, SUBJECT TO NO LIEN OF ANY KIND, EXCEPT PERMITTED LIENS.
38
7.8
TAXES.
BORROWER AND EACH SUBSIDIARY HAVE
FILED ALL FEDERAL AND STATE AND ALL OTHER MATERIAL INCOME TAX RETURNS WHICH ARE
REQUIRED TO BE FILED BY SUCH PERSON AND HAVE PAID ALL TAXES AS SHOWN ON SAID
RETURNS, AND ALL TAXES DUE AND PAYABLE WITHOUT RETURNS AND ALL ASSESSMENTS
RECEIVED TO THE EXTENT THAT SUCH TAXES OR ASSESSMENTS HAVE BECOME DUE AND
PAYABLE.
ALL TAX LIABILITIES OF BORROWER AND EACH SUBSIDIARY ARE ADEQUATELY
PROVIDED FOR ON THE BOOKS OF SUCH PERSON, INCLUDING INTEREST AND PENALTIES.
NO
INCOME TAX LIABILITY OF A MATERIAL NATURE HAS BEEN ASSERTED BY TAXING
AUTHORITIES FOR TAXES IN EXCESS OF THOSE ALREADY PAID, EXCEPT SUCH TAXES BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS.
THERE IS NO MATERIAL
ACTION, SUIT, PROCEEDING, INVESTIGATION, AUDIT, OR CLAIM NOW PENDING OR, TO THE
KNOWLEDGE OF BORROWER OR ANY SUBSIDIARY, THREATENED BY ANY GOVERNMENTAL
AUTHORITY REGARDING ANY TAXES RELATING TO BORROWER