ALL MATERIAL RESPECTS.
SECTION 4.8
NO DEFAULT OR ADVERSE CONDITION.
NO EVENT HAS OCCURRED AND
IS CONTINUING WHICH CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT THAT HAS NOT
BEEN WAIVED PURSUANT TO THE LIMITED WAIVER, AND OTHER THAN AS SPECIFICALLY
DISCLOSED IN ANNEX D-1 AND/OR ANNEX D-2, THERE EXISTS NO EVENT, CIRCUMSTANCE,
CONDITION OR CASUALTY (WHETHER OR NOT COVERED BY INSURANCE) WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT; PROVIDED, HOWEVER, THAT SUCH EXCEPTION WITH RESPECT TO
MATTERS DISCLOSED IN ANNEX D-1 AND/OR ANNEX D-2 DOES NOT INCLUDE ANY EVENTS OR
CIRCUMSTANCES NOT SPECIFICALLY DESCRIBED ON ANNEX D-1 AND/OR ANNEX D-2 EVEN IF
THEY COULD BE CONSTRUED AS BEING IMPLIED BY, RELATING TO, ARISING OUT OF,
RESULTING FROM OR FLOWING FROM, OR OTHERWISE CONNECTED WITH, EVENTS AND
CIRCUMSTANCES SPECIFICALLY LISTED AND SPECIFICALLY DESCRIBED ON ANNEX D-1 AND/OR
ANNEX D-2.
NO CURRENT MATERIAL ADVERSE EVENT HAS OCCURRED, INCLUDING ANY
CURRENT MATERIAL ADVERSE EVENT RELATED TO, CONNECTED WITH, RESULTING FROM,
IMPLIED BY OR FLOWING FROM ANY MATTERS DESCRIBED IN ANNEX D-1 AND/OR ANNEX D-2
HERETO.
THE BORROWERS AND PARENT COMPANY DO NOT KNOW THAT ANY EVENT,
CIRCUMSTANCE OR CONDITION DISCLOSED IN ANNEX D-1 AND/OR ANNEX D-2 WILL IN FACT
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 4.9
MATERIAL AGREEMENTS; INSURANCE.
EXCEPT AS DISCLOSED IN
SCHEDULE 4.9A, NO COMPANY IS IN DEFAULT UNDER, OR IN VIOLATION OR BREACH OF (NOR
HAS ANY EVENT OR CIRCUMSTANCE OCCURRED WHICH, BUT FOR THE PASSAGE OF TIME OR THE
GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE A DEFAULT UNDER, OR A VIOLATION OR
BREACH OF), (I) ITS CHARTER, BYLAWS OR OTHER INTERNAL GOVERNANCE DOCUMENT; (II)
ANY JUDGMENT AFFECTING IT OR ANY OF ITS PROPERTY; OR (III) ANY PARTNERSHIP
AGREEMENT OR ANY MATERIAL INDENTURE PROMISSORY NOTE, CONTRACT, LEASE, PURCHASE
OR ACQUISITION AGREEMENT, LOAN AGREEMENT, MORTGAGE, DEED OF TRUST, SECURITY
AGREEMENT, LICENSE, PERMIT, FRANCHISE OR OTHER MATERIAL AGREEMENT OR OBLIGATION
TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY IS BOUND.
ATTACHED
HERETO AS SCHEDULE 4.9B IS A COMPLETE AND CORRECT LIST OF ALL OF EACH COMPANY'S
MATERIAL PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS AND SERVICE MARKS AND ALL
APPLICATIONS, REGISTRATIONS AND LICENSES RELATING THERETO.
EACH COMPANY
MAINTAINS INSURANCE IN COMPLIANCE WITH SECTION 5.10.
SECTION 4.10
NO LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 4.10 (AND
THEREIN DESIGNATING WHICH OF THE FOLLOWING CLAUSES (I) THROUGH (V) IS APPLICABLE
THERETO), AS OF THE DATE HEREOF, THERE IS NO LITIGATION OR JUDGMENT PENDING, OR
TO THE KNOWLEDGE OF ANY COMPANY THREATENED, AGAINST, AFFECTING OR CHALLENGING
(AS APPLICABLE) (I) ANY PROPERTY OF ANY COMPANY, INCLUDING, WITHOUT LIMITATION,
EACH COMPANY'S SOLE LEGAL AND BENEFICIAL TITLE THEREIN AND ALL LEGAL RIGHTS WITH
RESPECT THERETO; (II) THE VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT; (III)
THE ABILITY OF EACH COMPANY TO ENTER INTO, EXECUTE, DELIVER AND PERFORM ITS
OBLIGATIONS UNDER EACH LOAN DOCUMENT TO WHICH IT IS A PARTY AS PROVIDED THEREIN,
AND OTHERWISE TO CONSUMMATE THE ACTIONS AND TRANSACTIONS CONTEMPLATED THEREBY;
(IV) ANY COMPANY WHICH, IF ADVERSELY DETERMINED, COULD REASONABLY