THE TERM LOAN AGREEMENT); OR (D) REQUIRE
ANY APPROVAL OF STOCKHOLDERS, MEMBERS OR PARTNERS OR ANY APPROVAL OR CONSENT OF
ANY PERSON UNDER ANY CONTRACTUAL OBLIGATION OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES, EXCEPT FOR SUCH APPROVALS OR CONSENTS WHICH WILL BE OBTAINED ON OR
BEFORE THE CLOSING DATE AND DISCLOSED IN WRITING TO THE LENDERS AND EXCEPT FOR
ANY SUCH APPROVALS OR CONSENTS THE FAILURE OF WHICH TO OBTAIN WILL NOT HAVE A
MATERIAL ADVERSE EFFECT.
4.5
GOVERNMENTAL CONSENTS.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY CREDIT PARTIES OF THE CREDIT DOCUMENTS TO WHICH THEY
ARE PARTIES AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE CREDIT
DOCUMENTS DO NOT AND WILL NOT REQUIRE ANY REGISTRATION WITH, CONSENT OR APPROVAL
OF, OR NOTICE TO, OR OTHER ACTION TO, WITH OR BY, ANY GOVERNMENTAL AUTHORITY
EXCEPT FOR FILINGS AND RECORDINGS WITH RESPECT TO THE COLLATERAL TO BE MADE, OR
OTHERWISE DELIVERED TO THE COLLATERAL AGENT FOR FILING AND/OR RECORDATION, AS OF
THE CLOSING DATE.
4.6
BINDING OBLIGATION.
EACH CREDIT DOCUMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY EACH CREDIT PARTY THAT IS A PARTY
THERETO AND IS THE LEGALLY VALID AND BINDING OBLIGATION OF SUCH CREDIT PARTY,
ENFORCEABLE AGAINST SUCH CREDIT PARTY IN ACCORDANCE WITH ITS RESPECTIVE TERMS,
EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY OR BY
EQUITABLE PRINCIPLES.
4.7
HISTORICAL FINANCIAL STATEMENTS.
THE
HISTORICAL FINANCIAL STATEMENTS WERE PREPARED IN CONFORMITY WITH GAAP AND FAIRLY
PRESENT, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION, ON A CONSOLIDATED
BASIS, OF THE PERSONS DESCRIBED IN SUCH FINANCIAL STATEMENTS AS AT THE
RESPECTIVE DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH FLOWS, ON A
CONSOLIDATED BASIS, OF THE ENTITIES DESCRIBED THEREIN FOR EACH OF THE PERIODS
THEN ENDED, SUBJECT, IN THE CASE OF ANY SUCH UNAUDITED FINANCIAL STATEMENTS, TO
CHANGES RESULTING FROM AUDIT AND NORMAL YEAR-END ADJUSTMENTS.
AS OF THE CLOSING
DATE, NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS ANY CONTINGENT
LIABILITY OR LIABILITY FOR TAXES, LONG-TERM LEASE OR UNUSUAL FORWARD OR
LONG-TERM COMMITMENT THAT IS NOT REFLECTED IN THE HISTORICAL FINANCIAL
STATEMENTS OR THE NOTES THERETO AND WHICH IN ANY SUCH CASE IS MATERIAL IN
RELATION TO THE BUSINESS, OPERATIONS, PROPERTIES, ASSETS, CONDITION (FINANCIAL
OR OTHERWISE) OR RESULTS OF OPERATIONS OF THE BORROWER AND ANY OF ITS
SUBSIDIARIES TAKEN AS A WHOLE.
75
4.8
PROJECTIONS.
ON AND AS OF THE CLOSING DATE, THE PROJECTIONS OF
THE BORROWER AND ITS SUBSIDIARIES FOR THE PERIOD OF FISCAL YEAR 2008 THROUGH AND
INCLUDING FISCAL YEAR 2015 (THE "PROJECTIONS") ARE BASED ON GOOD FAITH ESTIMATES
MADE BY THE MANAGEMENT OF THE BORROWER BASED ON ASSUMPTIONS BELIEVED TO BE
REASONABLE WHEN MADE; PROVIDED, THAT IT IS UNDERSTOOD AND AGREED THAT ACTUAL
RESULTS OF THE BORROWER AND ITS SUBSIDIARIES MAY DIFFER FROM THE RESULTS
PROJECTED IN SUCH PROJECTIONS AND THAT SUCH DIFFERENCES MAY BE MATERIAL.
4.9
NO MATERIAL ADVERSE CHANGE.
SINCE JANUARY 31, 2007, NO EVENT,
CIRCUMSTANCE OR CHANGE HAS OCCURRED THAT