in a breach of or constitute a default under
any law, rule, regulation (including, without limitation, Regulation U of the
Board of Governors of the Federal Reserve System), order, writ, judgment,
injunction, decree, determination, or award presently in effect having
applicability to such entity; (iv) cause or result in a breach of or constitute
a default under any indenture or loan or credit agreement or any other
agreement, lease, or instrument to which such entity is a party or by which it
or its properties may be bound or affected or; (v) cause or result in or require
the creation or imposition of any Lien upon or with respect to any of the
properties now owned or hereafter acquired by such Guarantor or Borrower except
as contemplated by this Agreement.
5.4
Legally Enforceable Agreement.
This Agreement is, and each of the
other Loan Documents executed by Borrowers or Guarantor when delivered under
this Agreement will be, legal, valid, and binding obligations of Borrowers or
Guarantor, enforceable against it or them in accordance with the respective
terms thereof, except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency, and other similar laws affecting creditors'
rights generally.
5.5
Financial Statements; Accuracy of Information.
5.5.1
THE FINANCIAL STATEMENTS OF BORROWERS AND GUARANTOR FOR THE PERIOD
ENDING MARCH 31, 2008 DELIVERED TO AGENT AND LENDERS ARE TRUE AND CORRECT AND
REPRESENT FAIRLY THEIR FINANCIAL POSITIONS AS OF THE DATE THEREOF AND THE
RESULTS OF THEIR OPERATIONS OR AFFAIRS FOR THE PERIOD INDICATED, AND SHOW
(INCLUDING THE FOOTNOTES) ALL KNOWN LIABILITIES, DIRECT OR CONTINGENT, OF
BORROWERS OR GUARANTOR AS OF THE DATE THEREOF, ALL IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED. SINCE THE DATE OF SUCH FINANCIAL STATEMENTS, THERE HAS
BEEN NO MATERIAL ADVERSE CHANGE IN CONDITION, FINANCIAL OR OTHERWISE, OF
BORROWERS OR GUARANTOR OR IN ITS OR THEIR BUSINESS AND PROPERTIES AND, SINCE
SUCH DATE, NEITHER BORROWERS NOR GUARANTOR HAS INCURRED, OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS, ANY INDEBTEDNESS, LIABILITIES, OBLIGATIONS OR
COMMITMENTS, CONTINGENT OR OTHERWISE. NO INFORMATION, EXHIBIT, OR REPORT
FURNISHED BY BORROWERS OR GUARANTOR TO AGENT OR THE LENDERS IN CONNECTION WITH
THE NEGOTIATION OF THIS AGREEMENT CONTAINED ANY MATERIAL MISSTATEMENT OF FACT OR
OMITTED TO STATE A MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE STATEMENT
CONTAINED THEREIN NOT MATERIALLY MISLEADING. ALL PROJECTIONS DELIVERED BY
BORROWERS TO AGENT WERE MADE ON A REASONABLE BASIS AND IN GOOD FAITH.
EXCEPT AS
DISCLOSED TO AGENT IN WRITING, NEITHER ANY BORROWER NOR GUARANTOR HAS ANY
MATERIAL CONTINGENT LIABILITIES (INCLUDING LIABILITIES FOR TAXES), UNUSUAL
FORWARD OR LONG-TERM COMMITMENTS OR UNREALIZED OR ANTICIPATED LOSSES FROM
UNFAVORABLE COMMITMENTS.
46
5.5.2
ALL INFORMATION, FINANCIAL STATEMENTS, EXHIBITS, AND REPORTS
FURNISHED BY BORROWERS OR GUARANTOR TO AGENT OR THE LENDERS IN CONNECTION WITH
THIS AGREEMENT AND THE BORROWINGS CONTEMPLATED HEREBY ARE, AND ALL SUCH
INFORMATION, FINANCIAL STATEMENTS, EXHIBITS AND REPORTS HEREAFTER FURNISHED BY
BORROWERS OR GUARANTOR TO AGENT OR THE LENDERS WILL BE, TRUE AND CORRECT IN
EVERY MATERIAL RESPECT ON THE DATE