WHICH IT OR ANY OF ITS PROPERTY OR
ASSETS IS BOUND, OR BE IN CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE
(WITH DUE NOTICE OR LAPSE OF TIME, OR BOTH) A DEFAULT UNDER ANY SUCH MATERIAL
INDENTURE, AGREEMENT OR OTHER INSTRUMENT, OR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON ANY
OF ITS PROPERTY OR ASSETS EXCEPT AS OTHERWISE PERMITTED, REQUIRED OR
CONTEMPLATED BY THE LOAN DOCUMENTS.
THE LOAN DOCUMENTS CONSTITUTE THE LEGAL,
VALID AND BINDING OBLIGATIONS OF THE BORROWER, ENFORCEABLE AGAINST IT, IN
ACCORDANCE WITH THE TERMS THEREOF, SUBJECT TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER ENFORCEMENT
IS SOUGHT IN A PROCEEDING AT LAW OR IN EQUITY.
(C)
LITIGATION.
AS OF THE CLOSING DATE, THERE ARE NO ACTIONS, SUITS
OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED AGAINST
OR AFFECTING IT OR ITS PROPERTY AT LAW, IN EQUITY OR IN ADMIRALTY, OR BEFORE OR
BY ANY GOVERNMENTAL AUTHORITY, DEPARTMENT, COMMISSION, BUREAU, BOARD, AGENCY OR
INSTRUMENTALITY, DOMESTIC OR FOREIGN, (I) WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT OR (II) WHICH PURPORTS TO AFFECT THE LEGALITY,
VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT.
AS OF THE CLOSING DATE, IT IS
NOT IN DEFAULT UNDER OR VIOLATION OF WITH RESPECT TO ANY ORDER, WRIT,
INJUNCTION, DECREE OR DEMAND OF ANY COURT OR GOVERNMENTAL AUTHORITY, DEPARTMENT,
COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN WHERE
SUCH DEFAULT OR VIOLATION COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(D)
FINANCIAL CONDITION, ETC.
AS OF THE CLOSING DATE, THERE HAS BEEN
(I) SINCE THE LAST AUDITED FINANCIAL STATEMENTS OF THE GUARANTOR, NO MATERIAL
ADVERSE CHANGE, INDIVIDUALLY OR IN THE AGGREGATE, IN THE BUSINESS, FINANCIAL OR
OTHER CONDITION OF THE BORROWER AND THE GUARANTOR TAKEN AS A WHOLE, THE INDUSTRY
IN WHICH BORROWER OPERATES, OR THE COLLATERAL WHICH WILL BE SUBJECT TO THE
SECURITY INTEREST GRANTED TO THE LENDER OR IN THE PROSPECTS OR PROJECTIONS OF
BORROWER AND THE GUARANTOR TAKEN AS A WHOLE, (II) NO LITIGATION COMMENCED WHICH,
IF SUCCESSFUL, WOULD HAVE A MATERIAL ADVERSE IMPACT ON BORROWER AND THE
GUARANTOR TAKEN AS A WHOLE, ITS OR THEIR BUSINESS, OR ITS OR THEIR ABILITY TO
REPAY THE LOAN, OR WHICH WOULD CHALLENGE THE TRANSACTIONS UNDER CONSIDERATION,
AND (III) SINCE THE LAST AUDITED FINANCIAL STATEMENTS OF THE GUARANTOR, NO
MATERIAL INCREASE IN THE LIABILITIES, LIQUIDATED OR CONTINGENT, OF THE BORROWER
AND GUARANTOR, TAKEN AS A WHOLE, OR A MATERIAL DECREASE IN THE ASSETS OF THE
BORROWER AND THE GUARANTOR TAKEN AS A WHOLE.
(E)
TAX RETURNS.
IT HAS FILED OR HAS CAUSED TO HAVE BEEN FILED ALL
MATERIAL TAX RETURNS WHICH, TO ITS KNOWLEDGE, ARE REQUIRED BY LAW TO BE FILED,
AND HAS PAID OR CAUSED TO HAVE BEEN PAID ALL MATERIAL TAXES AS SHOWN ON SUCH
RETURNS OR ON ANY ASSESSMENT RECEIVED BY IT, TO THE EXTENT THAT SUCH