BORROWERS ARE RELYING ON EACH LENDER PARTY HAVING DETERMINED THAT THE
GOOD FAITH LOAN VALUE OF THE COLLATERAL SECURING ITS EXTENSIONS OF CREDIT
PURSUANT TO THIS AGREEMENT IS NOT LESS THAN THE AMOUNT OF SUCH EXTENSIONS OF
CREDIT.
(D)
GOVERNMENTAL AUTHORIZATIONS. NO GOVERNMENTAL AUTHORIZATION, AND NO
NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER THIRD PARTY IS
REQUIRED FOR (I) THE DUE EXECUTION, DELIVERY, RECORDATION, FILING OR PERFORMANCE
BY ANY LOAN PARTY OF ANY LOAN DOCUMENT TO WHICH IT IS OR IS TO BE A PARTY, OR
FOR THE CONSUMMATION OF THE TRANSACTION (EXCEPT FOR THE FILING OF A CERTIFICATE
OF MERGER IN CONNECTION WITH THE MERGER), (II) THE GRANT BY ANY LOAN PARTY OF
THE LIENS GRANTED BY IT PURSUANT TO THE COLLATERAL DOCUMENTS, (III) THE
PERFECTION OR MAINTENANCE OF THE LIENS CREATED UNDER THE COLLATERAL DOCUMENTS
(INCLUDING THE FIRST PRIORITY NATURE THEREOF (SUBJECT TO LIENS PERMITTED UNDER
ANY LOAN DOCUMENT)) OR (IV) THE EXERCISE BY ANY AGENT OR ANY LENDER PARTY OF ITS
RIGHTS UNDER THE LOAN DOCUMENTS OR THE REMEDIES IN RESPECT OF THE COLLATERAL
PURSUANT TO THE COLLATERAL DOCUMENTS, EXCEPT FOR THE AUTHORIZATIONS, APPROVALS,
ACTIONS, NOTICES AND FILINGS WHICH HAVE BEEN DULY OBTAINED, TAKEN, GIVEN OR MADE
ON OR PRIOR TO THE DATE HEREOF AND ARE IN FULL FORCE AND EFFECT OR WILL BE MADE
TO PERFECT A SECURITY INTEREST AS CONTEMPLATED BY SECTION 3.01(A)(IV) AND
SECTION 5.01(J). ALL APPLICABLE WAITING PERIODS IN CONNECTION WITH THE
TRANSACTION HAVE EXPIRED WITHOUT ANY ACTION HAVING BEEN TAKEN BY ANY COMPETENT
AUTHORITY RESTRAINING, PREVENTING OR IMPOSING MATERIALLY ADVERSE CONDITIONS UPON
THE TRANSACTION OR THE RIGHTS OF THE LOAN PARTIES OR THEIR SUBSIDIARIES FREELY
TO TRANSFER OR OTHERWISE DISPOSE OF, OR TO CREATE ANY LIEN ON, ANY PROPERTIES
NOW OWNED OR HEREAFTER ACQUIRED BY ANY OF THEM.
(E)
ENFORCEABLE OBLIGATIONS. THIS AGREEMENT HAS BEEN, AND EACH OTHER
TRANSACTION DOCUMENT WHEN DELIVERED HEREUNDER WILL HAVE BEEN, DULY EXECUTED AND
DELIVERED BY EACH LOAN PARTY PARTY THERETO. THIS AGREEMENT IS, AND EACH OTHER
TRANSACTION DOCUMENT WHEN DELIVERED HEREUNDER WILL BE, THE LEGAL, VALID AND
BINDING OBLIGATION OF EACH LOAN PARTY PARTY THERETO, ENFORCEABLE AGAINST SUCH
LOAN PARTY IN ACCORDANCE WITH ITS TERMS.
(F)
LITIGATION. OTHER THAN THE MATTERS DESCRIBED ON SCHEDULE 4.01(F)
HERETO (THE "DISCLOSED LITIGATION"), THERE IS NO ACTION, SUIT, INVESTIGATION,
LITIGATION OR PROCEEDING AFFECTING ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES,
INCLUDING ANY ENVIRONMENTAL ACTION, PENDING OR TO THE KNOWLEDGE OF BMCA,
THREATENED BEFORE ANY GOVERNMENTAL AUTHORITY OR ARBITRATOR THAT (I) COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (OTHER THAN THE
DISCLOSED LITIGATION), (II) AS OF THE CLOSING DATE PURPORTS TO AFFECT THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY TRANSACTION DOCUMENT OR THE
CONSUMMATION OF THE TRANSACTION OR (III) COULD REASONABLY BE LIKELY TO
MATERIALLY AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT,
AND SINCE DECEMBER 31, 2006, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE
STATUS, OR FINANCIAL EFFECT ON ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OF