A MATERIAL ADVERSE EFFECT ON SUCH
ASSETS, LIABILITIES, FINANCIAL CONDITION OR OPERATIONS OF LTD;
(B)
ANY MATERIAL CHANGE, EXCEPT IN THE ORDINARY COURSE OF BUSINESS, IN
THE CONTINGENT OBLIGATIONS OF LTD BY WAY OF GUARANTY, ENDORSEMENT, INDEMNITY,
WARRANTY OR OTHERWISE;
(C)
ANY DAMAGE, DESTRUCTION OR LOSS, WHETHER OR NOT COVERED BY INSURANCE,
MATERIALLY AND ADVERSELY AFFECTING THE PROPERTIES, BUSINESS OR PROSPECTS OR
FINANCIAL CONDITION OF LTD;
(D)
ANY WAIVER BY LTD OF A VALUABLE RIGHT OR OF A MATERIAL DEBT OWED TO
IT;
(E)
ANY DIRECT OR INDIRECT LOANS MADE BY LTD TO ANY EMPLOYEE, MANAGER OR
THE MEMBERSHIP UNIT HOLDER OF LTD, OTHER THAN ADVANCES MADE IN THE ORDINARY
COURSE OF BUSINESS;
(F)
ANY MATERIAL CHANGE IN ANY COMPENSATION ARRANGEMENT OR AGREEMENT WITH
ANY EMPLOYEE, MANAGER OR THE MEMBERSHIP UNIT HOLDER;
(G)
ANY DECLARATION OR PAYMENT OF ANY DIVIDEND OR OTHER
DISTRIBUTION OF THE ASSETS OF LTD; OR
(H)
ANY DEBT, OBLIGATION OR LIABILITY INCURRED, ASSUMED OR
GUARANTEED BY LTD, EXCEPT THOSE FOR IMMATERIAL AMOUNTS AND FOR CURRENT
LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS.
SECTION 4.8
TITLE TO PROPERTIES AND ASSETS. LTD HAS GOOD AND MARKETABLE
TITLE TO ITS PROPERTIES AND ASSETS, INCLUDING WITHOUT LIMITATION THE PROPERTIES
AND ASSETS REFLECTED IN THE BALANCE SHEET, AND GOOD TITLE TO ITS LEASEHOLD
ESTATES, IN EACH CASE SUBJECT TO MORTGAGES, PLEDGES, LIENS, ENCUMBRANCES OR
OTHER CHARGES, INCLUDING (I) THOSE RESULTING FROM TAXES WHICH HAVE NOT YET
BECOME DELINQUENT, (II) LIENS AND ENCUMBRANCES WHICH MAY MATERIALLY DETRACT FROM
THE VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY IMPAIR THE OPERATIONS OF
LTD, AND (III) THOSE THAT HAVE OTHERWISE ARISEN IN THE ORDINARY COURSE OF
BUSINESS. ALL FACILITIES, MACHINERY, EQUIPMENT, FIXTURES, VEHICLES AND OTHER
PROPERTIES OWNED, LEASED OR USED BY LTD ARE IN GOOD OPERATING CONDITION AND
REPAIR AND ARE REASONABLY FIT AND USABLE FOR THE PURPOSES FOR WHICH THEY ARE
BEING USED.
SECTION 4.9
COMPLIANCE WITH OTHER INSTRUMENTS.
LTD IS NOT IN VIOLATION OR
DEFAULT OF ANY TERM OF ITS GOVERNING DOCUMENTS, OR OF ANY PROVISION OF ANY
MORTGAGE, INDENTURE, CONTRACT, AGREEMENT, INSTRUMENT OR CONTRACT TO WHICH IT IS
PARTY OR BY WHICH IT IS BOUND OR OF ANY JUDGMENT, DECREE, ORDER, WRIT OR, TO ITS
KNOWLEDGE, ANY STATUTE, RULE OR REGULATION APPLICABLE TO LTD WHICH WOULD
MATERIALLY AND ADVERSELY AFFECT THE BUSINESS, ASSETS, LIABILITIES, FINANCIAL
CONDITION, OPERATIONS OR PROSPECTS OF LTD.
THE EXECUTION, DELIVERY, AND
PERFORMANCE OF AND COMPLIANCE WITH THIS AGREEMENT, AND THE ISSUANCE AND SALE OF
THE LTD SHARES PURSUANT, WILL NOT, WITH OR WITHOUT THE PASSAGE OF TIME OR GIVING
OF NOTICE, RESULT IN ANY SUCH MATERIAL VIOLATION, OR BE IN CONFLICT WITH OR
CONSTITUTE A DEFAULT UNDER ANY SUCH TERM, OR RESULT IN THE CREATION OF ANY
MORTGAGE, PLEDGE, LIEN, ENCUMBRANCE OR CHARGE UPON ANY OF THE PROPERTIES OR
ASSETS OF LTD OR THE SUSPENSION, REVOCATION, IMPAIRMENT, FORFEITURE OR
NONRENEWAL OF ANY PERMIT LICENSE, AUTHORIZATION OR APPROVAL APPLICABLE TO LTD,
ITS BUSINESS OR OPERATIONS OR ANY OF ITS ASSETS OR PROPERTIES.
SECTION 4.10
LITIGATION.
THERE