No Default or Event of Default has occurred and is continuing. No Loan Party or any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Material Indebtedness to which it may be subject or by which it or any of its properties may be bound, and no condition exists with respect to such Material Indebtedness which, with the giving of notice or the lapse of time or both, would reasonably be expected to constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, would not reasonably be expected to have a Material Adverse Effect.