(B) WILL NOT VIOLATE ANY REQUIREMENTS OF LAW APPLICABLE
TO ANY MEMBER OF THE CONSOLIDATED GROUP OR ANY JUDGMENT, ORDER OR RULING OF ANY
GOVERNMENTAL AUTHORITY, (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY
INDENTURE, AGREEMENT OR OTHER INSTRUMENT BINDING ON ANY MEMBER OF THE
CONSOLIDATED GROUP OR ANY OF ITS ASSETS OR GIVE RISE TO A RIGHT THEREUNDER TO
REQUIRE ANY PAYMENT TO BE MADE BY ANY MEMBER OF THE CONSOLIDATED GROUP AND WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (D) WILL NOT
RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF ANY MEMBER OF
THE CONSOLIDATED GROUP, EXCEPT LIENS (IF ANY) CREATED UNDER THE LOAN DOCUMENTS.
SECTION 4.4.
FINANCIAL STATEMENTS.
THE BORROWER HAS FURNISHED TO EACH
LENDER (I) THE AUDITED CONSOLIDATED AND CONSOLIDATING BALANCE SHEET OF THE
CONSOLIDATED GROUP AS OF JUNE 30, 2003 AND THE RELATED CONSOLIDATED AND
CONSOLIDATING STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE
FISCAL YEAR THEN ENDED PREPARED BY PRICEWATERHOUSECOOPERS AND (II) THE UNAUDITED
CONSOLIDATED BALANCE SHEET OF THE CONSOLIDATED GROUP AS OF MARCH 31, 2004, AND
THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE
FISCAL QUARTER AND YEAR-TO-DATE PERIOD THEN ENDING, CERTIFIED BY A RESPONSIBLE
OFFICER.
SUCH FINANCIAL STATEMENTS FAIRLY AND ACCURATELY PRESENT THE
CONSOLIDATED AND CONSOLIDATING FINANCIAL CONDITION OF THE CONSOLIDATED GROUP AS
OF SUCH DATES AND THE CONSOLIDATED AND CONSOLIDATING RESULTS OF OPERATIONS FOR
SUCH PERIODS IN CONFORMITY WITH GAAP CONSISTENTLY APPLIED, SUBJECT TO YEAR END
AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES IN THE CASE OF THE STATEMENTS
REFERRED TO IN CLAUSE (II).
SINCE JUNE 30, 2003, THERE HAVE BEEN NO CHANGES
WITH RESPECT TO THE CONSOLIDATED GROUP WHICH HAVE HAD OR COULD REASONABLY BE
EXPECTED TO HAVE, SINGLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 4.5.
LITIGATION AND ENVIRONMENTAL MATTERS.
(A)
NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR BEFORE ANY
ARBITRA­TORS OR GOVERNMENTAL AUTHORITIES IS PENDING AGAINST OR, TO THE KNOWLEDGE
OF THE LOAN PARTIES, THREATENED AGAINST OR AFFECTING ANY MEMBER OF THE
CONSOLIDATED GROUP (I) AS TO WHICH THERE IS A REASONABLE
50
POSSIBILITY OF AN ADVERSE DETERMINATION THAT COULD REASONABLY BE EXPECTED TO
HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT OR (II)
WHICH IN ANY MANNER DRAWS INTO QUESTION THE VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(B)
EXCEPT FOR THE MATTERS SET FORTH ON SCHEDULE 4.5, NO MEMBER OF THE
CONSOLIDATED GROUP (I) HAS FAILED TO COMPLY WITH ANY ENVIRONMENTAL LAW OR TO
OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR OTHER APPROVAL REQUIRED
UNDER ANY ENVIRONMENTAL LAW, (II) HAS BECOME SUBJECT TO ANY ENVIRONMENTAL
LIABILITY, (III) HAS RECEIVED NOTICE OF ANY CLAIM WITH RESPECT TO ANY
ENVIRONMENTAL LIABILITY OR (IV) KNOWS OF ANY BASIS FOR ANY ENVIRONMENTAL
LIABILITY.
SECTION 4.6.
COMPLIANCE WITH LAWS AND AGREEMENTS.
EACH MEMBER OF THE
CONSOLIDATED GROUP IS IN COMPLIANCE WITH (A) ALL REQUIREMENTS OF LAW AND ALL
JUDGMENTS, DECREES