BORROWER IS A PARTY, OR (II) ANY ORDER, INJUNCTION, WRIT OR
DECREE OF ANY GOVERNMENTAL AUTHORITY OR ANY ARBITRAL AWARD TO WHICH BORROWER OR
ITS PROPERTY IS SUBJECT; (C) VIOLATE ANY LAW; OR (D) RESULT IN A LIMITATION ON
ANY LICENSES, PERMITS OR OTHER APPROVALS APPLICABLE TO THE BUSINESS, OPERATIONS
OR PROPERTIES OF BORROWER, EXCEPT, IN THE CASE OF (B), (C) OR (D), WHERE THE
CONFLICT, BREACH, VIOLATION OR LIMITATION WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
4.3.
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
NO APPROVAL, CONSENT, EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE
TO, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON WITH RESPECT
TO ANY MATERIAL CONTRACTUAL OBLIGATION IS NECESSARY OR REQUIRED IN CONNECTION
WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT AGAINST, BORROWER
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OTHER THAN THOSE THAT HAVE ALREADY
BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT AND OTHER THAN THOSE WHICH THE
FAILURE TO OBTAIN WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
4.4.
BINDING EFFECT.
THIS AGREEMENT AND EACH OTHER
LOAN DOCUMENT HAS BEEN DULY EXECUTED AND DELIVERED BY BORROWER.
THIS AGREEMENT
AND EACH OTHER LOAN DOCUMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION
OF BORROWER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS EXCEPT AS ENFORCEABILITY
MAY BE LIMITED BY APPLICABLE BANKRUPTCY OR SIMILAR LAWS OR BY EQUITABLE
PRINCIPLES RELATING TO ENFORCEABILITY.
4.5.
LITIGATION.
THERE ARE NO ACTIONS, SUITS,
INVESTIGATIONS, CRIMINAL PROSECUTIONS, CIVIL INVESTIGATIVE DEMANDS, IMPOSITIONS
OF CRIMINAL OR CIVIL FINES AND PENALTIES, PROCEEDINGS, CLAIMS OR DISPUTES
PENDING OR, TO THE ACTUAL KNOWLEDGE OF BORROWER (WITHOUT ANY OBLIGATION TO TAKE
ANY INVESTIGATION OR INQUIRY), THREATENED IN WRITING, AT LAW, IN EQUITY, IN
ARBITRATION OR BEFORE ANY GOVERNMENTAL AUTHORITY, BY OR AGAINST BORROWER OR
AGAINST ANY OF THEIR PROPERTIES OR REVENUES THAT (A) PURPORT TO PROHIBIT OR
RESTRAIN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR (B) IF DETERMINED
ADVERSELY, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.6.
FINANCIAL INFORMATION.
THE UNAUDITED
FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED JUNE 30, 2006 INCLUDED IN THE
QUARTERLY REPORT ON FORM 10-Q FILED BY BORROWER ON AUGUST 9TH, 2006 FAIRLY AND
ACCURATELY REPRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION (INCLUDING
ALL MATERIAL CONTINGENT LIABILITIES) OF BORROWER AS OF JUNE 30, 2006 IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED
(EXCEPT FOR THE ABSENCE OF FOOTNOTES AND FOR YEAR-END ADJUSTMENTS), UNLESS
OTHERWISE NOTED THEREIN.
SINCE THE DATES OF SUCH FINANCIAL STATEMENTS, THERE
HAS BEEN NO MATERIAL ADVERSE EFFECT.
4.7.
BORROWER NOT A "FOREIGN PERSON".
BORROWER IS
NOT A "FOREIGN PERSON" WITHIN THE MEANING OF SECTION 1445(F)(3) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME.
4.8.
STATUS OF PROPERTY AND ASSETS.
TO BORROWER'S
KNOWLEDGE, BORROWER AND ITS SUBSIDIARIES HAVE (A)
GOOD AND MARKETABLE TITLE TO
ITS OWNED REAL PROPERTIES, (B) VALID TITLE TO ALL OTHER ASSETS REFLECTED IN ITS
FINANCIAL STATEMENTS AS BEING OWNED BY THEM, SUBJECT TO NO LIEN, MORTGAGE,
PLEDGE, CHARGE OR ENCUMBRANCE OF ANY KIND EXCEPT THOSE SECURING