OF THE
JURISDICTION OF ITS ORGANIZATION, (II) HAS ALL REQUISITE POWER AND AUTHORITY TO
CARRY ON ITS BUSINESS AS NOW CONDUCTED, AND (III) IS DULY QUALIFIED TO DO
BUSINESS, AND IS IN GOOD STANDING, IN EACH JURISDICTION WHERE SUCH QUALIFICATION
IS REQUIRED, EXCEPT WHERE A FAILURE TO BE SO QUALIFIED WOULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 4.2.
ORGANIZATIONAL POWER; AUTHORIZATION.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS
A PARTY ARE WITHIN SUCH LOAN PARTY'S ORGANIZATIONAL POWERS AND HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ORGANIZATIONAL, AND IF REQUIRED, SHAREHOLDER,
PARTNER OR MEMBER, ACTION.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED
BY EACH BORROWER, AND CONSTITUTES, AND EACH OTHER LOAN DOCUMENT TO WHICH ANY
LOAN PARTY IS A PARTY, WHEN EXECUTED AND DELIVERED BY SUCH LOAN PARTY, WILL
CONSTITUTE, VALID AND BINDING OBLIGATIONS OF SUCH BORROWER OR SUCH LOAN PARTY
(AS THE CASE MAY BE), ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS, EXCEPT AS MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY.
SECTION 4.3.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY EACH BORROWER OF THIS AGREEMENT, AND BY EACH LOAN
PARTY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY (A) DO NOT REQUIRE ANY
CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY ACTION BY, ANY
GOVERNMENTAL AUTHORITY, EXCEPT THOSE AS HAVE BEEN OBTAINED OR MADE AND ARE IN
FULL FORCE AND EFFECT, (B) WILL NOT MATERIALLY VIOLATE ANY REQUIREMENTS OF LAW
APPLICABLE TO ANY BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY JUDGMENT, ORDER OR
RULING OF ANY GOVERNMENTAL AUTHORITY, (C) WILL NOT VIOLATE OR RESULT IN A
MATERIAL DEFAULT UNDER ANY INDENTURE, MATERIAL AGREEMENT OR OTHER MATERIAL
INSTRUMENT BINDING ON ANY BORROWER OR ANY OF THEIR SUBSIDIARIES OR ANY OF ITS
ASSETS OR GIVE RISE TO A RIGHT THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY
ANY BORROWER OR ANY OF THEIR SUBSIDIARIES AND (D) WILL NOT RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF ANY BORROWER OR ANY OF THEIR
SUBSIDIARIES, EXCEPT LIENS (IF ANY) CREATED UNDER THE LOAN DOCUMENTS AND OTHER
LIENS PERMITTED EXPRESSLY BY THIS AGREEMENT.
SECTION 4.4.
FINANCIAL STATEMENTS.
THE BORROWERS HAVE FURNISHED TO
THE ADMINISTRATIVE AGENT (I) THE AUDITED CONSOLIDATED AND UNAUDITED
CONSOLIDATING BALANCE SHEET OF UIC AND ITS SUBSIDIARIES AS OF DECEMBER 31, 2006
AND THE RELATED CONSOLIDATED AND CONSOLIDATING STATEMENTS OF INCOME AND CASH
FLOWS FOR THE FISCAL YEAR THEN ENDED PREPARED BY KPMG LLP (IN THE CASE OF
CONSOLIDATED FINANCIAL STATEMENTS) AND (II) THE UNAUDITED CONSOLIDATED AND
CONSOLIDATING BALANCE SHEET OF UIC AND ITS SUBSIDIARIES AS OF MARCH 31, 2007,
AND THE RELATED UNAUDITED CONSOLIDATED AND CONSOLIDATING STATEMENTS OF INCOME
AND CASH FLOWS FOR THE FISCAL QUARTER AND YEAR-TO-DATE PERIOD THEN ENDING,
CERTIFIED BY A RESPONSIBLE OFFICER.
SUCH FINANCIAL
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