of any court or administrative agency or
governmental officer applicable to and binding upon the Obligor, (d) require any
waiver, consent or other action by any governmental or regulatory authority or
by any trustee or holder of any Indebtedness or obligations of the Obligor or
(e) require the approval of the shareholders of the Obligor.
4.3
BINDING EFFECT OF AGREEMENT AND OTHER FUNDAMENTAL DOCUMENTS
4.3.1
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE OBLIGOR
AND THE AGREEMENTS CONTAINED HEREIN CONSTITUTE, AND THE AGREEMENTS CONTAINED IN
EACH
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OTHER FUNDAMENTAL DOCUMENT TO WHICH THE OBLIGOR IS OR IS TO BECOME A PARTY WILL,
WHEN EACH SUCH OTHER FUNDAMENTAL DOCUMENT IS EXECUTED AND DELIVERED, CONSTITUTE
VALID AND LEGALLY BINDING OBLIGATIONS FOR THE OBLIGOR ENFORCEABLE IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
(A) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND
(B) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
4.3.2
EACH SECURITY DOCUMENT EXECUTED AND DELIVERED ON OR AFTER THE DATE
HEREOF WILL EFFECTIVELY CREATE THE LIENS PURPORTED TO BE CREATED THEREBY AND
SUCH LIENS WILL BE FIRST-PRIORITY LIENS ON THE COLLATERAL COVERED THEREBY,
SUBJECT TO NO OTHER LIENS (EXCEPT LIENS IN FAVOR OF THE CUSTODIAN).
4.4
FINANCIAL INFORMATION
The Parent and the Obligor have heretofore furnished to the Agent accurate and
complete financial data and other information in all material respects based on
its operations in previous years, and said financial data furnished to the Agent
is accurate and complete and fairly presents in all material respects the
financial position and the results of operations for the period indicated
therein in all material respects.
4.5
PARI PASSU RANKING
The Obligor's payment obligations under the Fundamental Documents rank at least
pari passu with the claims of all its other unsecured and unsubordinated
creditors, except for obligations mandatorily preferred by law applicable to the
Obligor.
4.6
MATERIAL ADVERSE CHANGE; NO DEFAULT
4.6.1
SINCE DECEMBER 31, 2006, NOTHING HAS OCCURRED WHICH HAS HAD, OR
WOULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
4.6.2
NO DEFAULT OR EVENT OF DEFAULT EXISTS WITH RESPECT TO THE OBLIGOR.
4.7
EXISTING SECURITY INTEREST
No Security exists on or over the assets of the Obligor except as permitted by
sub-clause 5.6.1 (Negative Pledge).
4.8
LITIGATION
There are no legal or arbitral proceedings, or any proceedings by or before any
governmental or regulatory authority or agency, now pending or (to the knowledge
of the
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Obligor) threatened against the Parent or the Obligor that are reasonably likely
(either individually or in the aggregate) to have a Material Adverse Effect.
4.9
COMPLIANCE WITH LAWS AND AGREEMENTS
The Obligor is in compliance with laws, regulations and orders of any
governmental agency or authority applicable to it or its Properties and all
indentures, agreements and other instruments binding upon it or its Property,
except