LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, (II) HAS THE CORPORATE (OR EQUIVALENT) POWER
AND AUTHORITY, AND THE LEGAL RIGHT, TO OWN AND OPERATE ITS PROPERTY, TO LEASE
THE PROPERTY IT OPERATES AS LESSEE AND TO CONDUCT THE BUSINESS IN WHICH IT IS
CURRENTLY ENGAGED, (III) IS DULY QUALIFIED IN ALL MATERIAL RESPECTS 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 AND (IV) IS IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL REQUIREMENTS OF LAW.
(B)
POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.
EACH BORROWER HAS
THE CORPORATE (OR EQUIVALENT) POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO MAKE,
DELIVER AND PERFORM THIS NOTE AND TO CONSUMMATE THE TRANSACTIONS.
EACH BORROWER
HAS TAKEN ALL NECESSARY CORPORATE (OR EQUIVALENT) ACTION TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS NOTE ON THE TERMS AND CONDITIONS
HEREIN.
NO CONSENT OR AUTHORIZATION OF, OR FILING WITH, ANY PERSON IS REQUIRED
IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH BORROWER OF
THIS NOTE.
THIS NOTE HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF EACH
BORROWER.
THIS NOTE CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF EACH
BORROWER, ENFORCEABLE AGAINST EACH SUCH BORROWER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW).
(C)
NO LEGAL BAR OR CONFLICTS; NO DEFAULT.
THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS NOTE BY THE BORROWERS, THE PAYMENTS HEREUNDER, AND THE
PERFORMANCE OF THE TRANSACTIONS DO NOT AND WILL NOT, IN ANY MATERIAL RESPECTS,
CONFLICT WITH, RESULT IN ANY VIOLATION OR BREACH OF, CONSTITUTE (WITH OR WITHOUT
NOTICE OR LAPSE OF TIME, OR BOTH) A DEFAULT (OR GIVE RISE TO A RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION OF ANY OBLIGATION OR LOSS OF ANY
MATERIAL BENEFIT) UNDER, REQUIRE A CONSENT OR WAIVER UNDER, OR RESULT IN THE
IMPOSITION OF ANY LIEN ON ANY BORROWER'S ASSETS PURSUANT TO, ANY REQUIREMENT OF
LAW OR ANY CONTRACTUAL OBLIGATION OF ANY OF THE BORROWERS.
NO EVENT HAS
OCCURRED THAT WITH THE LAPSE OF TIME OR THE GIVING OF NOTICE OR BOTH WOULD
CONSTITUTE A DEFAULT BY ANY BORROWER UNDER, OR A TERMINATION OR ACCELERATION
EVENT UNDER, IN ANY MATERIAL RESPECT, ANY CONTRACTUAL OBLIGATION.
NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING (WITHOUT GIVING EFFECT TO ANY CURE
PERIOD).
(D)
NO LIABILITIES.
THE BORROWERS DO NOT HAVE ANY DIRECT OR INDIRECT
INDEBTEDNESS, LIABILITY, CLAIM, LOSS, DAMAGE, DEFICIENCY, OBLIGATION OR
RESPONSIBILITY, KNOWN OR UNKNOWN, FIXED OR UNFIXED, CHOATE OR INCHOATE,
LIQUIDATED OR UNLIQUIDATED, SECURED OR UNSECURED, ACCRUED, ABSOLUTE, CONTINGENT
OR OTHERWISE, WHETHER OR NOT OF A KIND REQUIRED BY GAAP TO BE SET FORTH ON A
FINANCIAL STATEMENT OR IN THE NOTES THERETO
14
("LIABILITIES") OTHER THAN PURSUANT TO THE SUBORDINATED INDEMNITY AGREEMENT, THE
RELATED INDEMNITY AGREEMENTS,