LIABILITIES AND COMMITMENTS IN EXCESS OF $200,000, WHICH IS NOT REFLECTED IN THE
FOREGOING STATEMENTS OR IN THE NOTES THERETO.
AS OF THE CLOSING DATE, SINCE
DECEMBER 31, 2005, THERE HAS BEEN NO EVENT OR CONDITION THAT COULD RESULT IN A
MATERIAL ADVERSE EFFECT.
3.2
CORPORATE EXISTENCE; COMPLIANCE WITH LAW.
THE BORROWER AND EACH
SUBSIDIARY (A) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (B) HAS THE CORPORATE,
PARTNERSHIP OR LIMITED LIABILITY COMPANY POWER, AS THE CASE MAY BE, AND
AUTHORITY, AND THE LEGAL RIGHT, TO OWN AND OPERATE ITS PROPERTIES, TO LEASE THE
PROPERTY IT OPERATES AS LESSEE AND TO CONDUCT THE BUSINESS IN WHICH IT IS
CURRENTLY ENGAGED AND IN WHICH IT PROPOSES TO BE ENGAGED AFTER THE CLOSING DATE,
(C) IS DULY QUALIFIED AS A FOREIGN ENTITY AND IN GOOD STANDING UNDER THE LAWS OF
EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTY OR THE
CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, EACH OF WHICH JURISDICTIONS
IS SET FORTH ON SCHEDULE 3.2 HERETO AND (D) IS IN COMPLIANCE WITH ALL
REQUIREMENTS OF LAW, EXCEPT, WITH RESPECT TO CLAUSE (C) AND (D) ABOVE, TO THE
EXTENT THAT THE FAILURE TO COMPLY THEREWITH COULD NOT, IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT.
3.3
CORPORATE POWER; AUTHORIZATION; CONSENTS; ENFORCEABLE
OBLIGATIONS.
(A)
THE BORROWER AND EACH OF ITS SUBSIDIARIES HAS THE CORPORATE,
PARTNERSHIP OR LIMITED LIABILITY COMPANY POWER, AS THE CASE MAY BE, AND
AUTHORITY, AND THE LEGAL RIGHT, TO MAKE, DELIVER AND PERFORM THE LOAN DOCUMENTS
TO WHICH IT IS OR WILL BE A PARTY, AND TO BORROW HEREUNDER (IN THE CASE OF THE
BORROWER), AND THE APPLICABLE LOAN PARTY HAS TAKEN ALL NECESSARY CORPORATE,
PARTNERSHIP OR LIMITED LIABILITY COMPANY ACTION, AS APPLICABLE, TO AUTHORIZE
(I) THE BORROWINGS ON THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE NOTES
AND (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH
IT IS OR WILL BE A PARTY.
(B)
NO CONSENT OR AUTHORIZATION OF, FILING WITH OR OTHER ACT BY OR IN
RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED (OR, WITH
RESPECT TO THOSE TRANSACTIONS AND AGREEMENTS PREVIOUSLY ENTERED INTO, WAS
REQUIRED) IN CONNECTION WITH THE BORROWINGS HEREUNDER OR THE EXECUTION,
DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE NOTES
OR THE OTHER LOAN DOCUMENTS EXCEPT FOR (I) ANY CONSENT, AUTHORIZATION, FILING OR
OTHER ACT WHICH HAS BEEN MADE OR OBTAINED AND IS IN FULL FORCE AND EFFECT AND
(II) MATERIAL CONSENTS, AUTHORIZATIONS, FILINGS OR OTHER ACTS REQUIRED BY THE
BORROWER IN THE ORDINARY COURSE OF BUSINESS NONE OF WHICH IT BELIEVES WILL NOT
BE DULY GIVEN, MADE OR TAKEN AS NEEDED IN SUCH ORDINARY COURSE.
THIS AGREEMENT
HAS BEEN, AND EACH OF THE OTHER LOAN DOCUMENTS TO WHICH THE BORROWER OR ANY
SUBSIDIARY IS OR WILL BE A PARTY WILL BE, DULY EXECUTED AND DELIVERED BY IT.
THIS AGREEMENT CONSTITUTES, AND EACH OF THE OTHER LOAN DOCUMENTS WHEN EXECUTED
AND