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(d) <br /> <br />(e) <br /> <br />(0 <br /> <br />(g) <br /> <br />(h) <br /> <br />(i) <br /> <br />properties, business, prospects, profits or conditions (financial or otherwise) of the <br />Company, and except for any thereof the validity of which the Company is contesting in <br />good faith by appropriate proceedings. <br /> <br />Absence of Litigation. No litigation, proceedings or investigations are pending or, to the <br />knowledge of the Company, threatened against the Company at law or in equity before <br />any court, tribtmal, governmental authority or arbitration board seeking to restrain, enjoin <br />or in any way limit the approval or issuance and delivery of the Bonds, the Indenture, this <br />Lease Agreement or any other Financing Documents to which the Company is a party, or <br />which challenges the corporate existence or powers of the Company to enter into and <br />carry out the transactions contemplated by this Lease Agreement or any other Financing <br />Documents to which it is a party, or wherein an unfavorable determination could <br />reasonably be expected to materially and adversely affect the validity or enforceability of <br />the Bonds, this Lease Agreement, or any other Financing Document to which the <br />Company is a party or its ability to perform its obligations thereunder. <br /> <br />Governmental Consent. Neither the Company nor any of its business or properties, nor <br />any relationship between the Company and any other person, nor any circumstances in <br />connection with the execution, delivery and performance by the Company of the <br />Financing Documents to which the Company is a party, or the offer, issue, sale or <br />delivery by the Issuer of the Bonds in the manner contemplated by the Underwriting <br />Agreement, is such as to require the consent, approval or authorization of, or the filing, <br />registration or qualification with, any governmental authority on the part of the Company <br />other than those obtained as of the Issue Date. <br /> <br />Compliance with Law. To its knowledge, the Company is not in violation in any material <br />respect of any laws (including, without limitation, Environmental Laws), ordinances, <br />orders, governmental rules or regulations to which it is subject relating to the Project and <br />has not failed to obtain any licenses, permits, franchises or other governmental <br />authorizations relating thereto, and reasonably necessary to the ownership of its <br />properties or to the conduct of its business, which violation or failure to obtain might <br />reasonably be expected to materially and adversely affect the properties, business, <br />prospects, profits or conditions (financial or otherwise) of the Company, except for any <br />thereof the validity of which the Company is contesting in good faith by appropriate <br />proceedings. <br /> <br />Restrictions on Company. The Company is not a party to any contract or agreement that <br />materially and adversely affects the Project, other than contracts for the construction of <br />the Project. By entering into those of the Financing Documents to which the Company is <br />a party, the Company has not committed a material violation of any contract or <br />agreement that restricts the right or ability of the Company to incur or guarantee <br />indebtedness for borrowed money. <br /> <br />Inducement. The issuance of the Bonds by the Issuer and the expenditure of the proceeds <br />thereof to acquire, construct, furnish and equip the Project for lease to the Company have <br />induced the Company to locate the Project within the corporate limits of the Issuer. The <br />issuance of the Bonds by the Issuer will enable the Company to locate jobs within the <br />environs of the Issuer. <br /> <br />Estimated I~me of Completion. The Company estimates that the Project will be <br />completed on or about December 1, 2004. <br /> <br />2164784 -6- <br /> <br /> <br />