TO DO SO, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT, AND IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD STANDING IN, EVERY
JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT WHERE THE FAILURE TO
SO QUALIFY COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS ARE WITHIN EACH
LOAN PARTY'S ORGANIZATIONAL POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ORGANIZATIONAL ACTIONS AND, IF REQUIRED, ACTIONS BY EQUITY HOLDERS.
THE LOAN DOCUMENTS TO WHICH EACH LOAN PARTY IS A PARTY HAVE BEEN DULY EXECUTED
AND DELIVERED BY SUCH LOAN PARTY AND CONSTITUTE A LEGAL, VALID AND BINDING
OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF
EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
SECTION 3.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS (A) DO
NOT REQUIRE ANY CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY
OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY, EXCEPT SUCH AS HAVE BEEN OBTAINED
OR MADE AND ARE IN FULL FORCE AND EFFECT AND EXCEPT FOR FILINGS NECESSARY TO
PERFECT LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS, (B) WILL NOT VIOLATE IN
ANY MATERIAL RESPECT ANY REQUIREMENT OF LAW APPLICABLE TO ANY LOAN PARTY OR ANY
OF ITS SUBSIDIARIES, (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY
INDENTURE, MATERIAL AGREEMENT OR OTHER MATERIAL INSTRUMENT BINDING UPON ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES OR ITS ASSETS, OR GIVE RISE TO A RIGHT
THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES, AND (D) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN
ON ANY ASSET OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, EXCEPT LIENS CREATED
PURSUANT TO THE LOAN DOCUMENTS.
SECTION 3.04.
FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(A)
HOLDINGS
HAS HERETOFORE FURNISHED TO THE LENDERS ITS CONSOLIDATED BALANCE SHEET AND
STATEMENTS OF INCOME, STOCKHOLDERS EQUITY AND CASH FLOWS (I) AS OF AND FOR THE
FISCAL YEAR ENDED JUNE 30, 2008, REPORTED ON BY KPMG LLP, INDEPENDENT PUBLIC
ACCOUNTANTS, AND (II) AS OF AND FOR THE FISCAL QUARTER ENDED MARCH 31, 2009,
CERTIFIED BY ITS CHIEF FINANCIAL OFFICER.
SUCH FINANCIAL STATEMENTS PRESENT
FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION AND RESULTS OF
OPERATIONS AND CASH FLOWS OF HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES AS OF
SUCH DATES AND FOR SUCH PERIODS IN ACCORDANCE WITH GAAP, SUBJECT TO YEAR END
AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES IN THE CASE OF THE STATEMENTS
REFERRED TO IN CLAUSE (II) ABOVE.
49
(B)
NO EVENT, CHANGE OR CONDITION HAS OCCURRED THAT HAS HAD, OR COULD
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT, SINCE MARCH 31, 2009.
SECTION 3.05.
PROPERTIES.
(A)
EACH OF THE LOAN PARTIES AND ITS