JURISDICTION OVER THE CONDUCT OF
THEIR RESPECTIVE BUSINESSES OR THE OWNERSHIP OF THEIR RESPECTIVE PROPERTIES,
EXCEPT TO THE EXTENT THAT THE FAILURE TO COMPLY THEREWITH COULD NOT, IN THE
AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE BORROWER AND EACH SUBSIDIARY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE FEDERAL, STATE, LOCAL AND OTHER STATUTES, ORDINANCES, ORDERS,
JUDGMENTS, RULINGS AND REGULATIONS RELATING TO ENVIRONMENTAL POLLUTION OR TO
ENVIRONMENTAL REGULATION OR CONTROL OR TO EMPLOYEE HEALTH OR SAFETY.
NEITHER
THE BORROWER NOR ANY SUBSIDIARY HAS RECEIVED NOTICE OF ANY MATERIAL FAILURE SO
TO COMPLY WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
THE BORROWER'S AND THE SUBSIDIARIES' FACILITIES DO NOT MANAGE ANY
HAZARDOUS WASTES, HAZARDOUS SUBSTANCES, HAZARDOUS MATERIALS, TOXIC SUBSTANCES,
TOXIC POLLUTANTS OR SUBSTANCES SIMILARLY DENOMINATED, AS THOSE TERMS OR SIMILAR
TERMS ARE USED IN THE RESOURCE CONSERVATION AND RECOVERY ACT, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT, THE TOXIC SUBSTANCE
CONTROL ACT, THE CLEAN AIR ACT, THE CLEAN WATER ACT OR ANY OTHER APPLICABLE LAW
RELATING TO ENVIRONMENTAL POLLUTION OR EMPLOYEE HEALTH AND SAFETY, IN VIOLATION
IN ANY MATERIAL RESPECT OF ANY LAW OR ANY REGULATIONS PROMULGATED PURSUANT
THERETO.
THE BORROWER IS AWARE OF NO EVENTS, CONDITIONS OR CIRCUMSTANCES
INVOLVING ENVIRONMENTAL POLLUTION OR CONTAMINATION OR EMPLOYEE HEALTH OR SAFETY
THAT COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY ON THE PART OF THE
BORROWER OR ANY SUBSIDIARY WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
SECTION 3.05.
FINANCIAL STATEMENTS.
THE BORROWER HAS HERETOFORE FURNISHED TO
THE LENDERS ITS CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME, CHANGES IN
STOCKHOLDERS' EQUITY AND CASH FLOWS AS OF THE END OF AND FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2008, AUDITED BY AND ACCOMPANIED BY THE OPINION OF DELOITTE &
TOUCHE LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
SUCH FINANCIAL
STATEMENTS WERE PREPARED IN ACCORDANCE WITH GAAP AND PRESENT FAIRLY THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE BORROWER AND THE
CONSOLIDATED SUBSIDIARIES AS OF SUCH DATE AND FOR SUCH PERIOD.
SUCH BALANCE
SHEET AND THE NOTES THERETO DISCLOSE ALL MATERIAL LIABILITIES, DIRECT OR
CONTINGENT, OF THE BORROWER AND THE CONSOLIDATED SUBSIDIARIES AS OF THE DATE
THEREOF.
SECTION 3.06.
NO MATERIAL ADVERSE CHANGE.
EXCEPT FOR ANY DISCLOSED MATTER, NO
MATERIAL ADVERSE CHANGE IN THE BUSINESS, PROPERTIES, FINANCIAL CONDITION,
PROSPECTS OR RESULTS OF OPERATIONS OF THE BORROWER AND THE CONSOLIDATED
SUBSIDIARIES HAS OCCURRED SINCE DECEMBER 31, 2008.
IT IS UNDERSTOOD THAT
DOWNGRADES OR NEGATIVE PRONOUNCEMENTS BY RATING AGENCIES AND VOLATILITY IN THE
CAPITAL MARKETS GENERALLY SHALL
50
NOT IN AND OF THEMSELVES BE CONSIDERED MATERIAL ADVERSE CHANGES, BUT THAT THE
ANTECEDENTS OR CONSEQUENCES THEREOF MAY CONSTITUTE SUCH CHANGES (EXCEPT TO THE
EXTENT THE SAME CONSTITUTE DISCLOSED MATTERS).
SECTION 3.07.
SUBSIDIARIES.
SCHEDULE 3.07 CONTAINS AN ACCURATE LIST OF ALL THE
SIGNIFICANT JOINT VENTURES AND ALL THE SUBSIDIARIES, IN EACH CASE ON AND AS OF
THE RESTATEMENT EFFECTIVE DATE, SETTING FORTH THEIR RESPECTIVE JURISDICTIONS OF
ORGANIZATION AND THE PERCENTAGE OF THEIR