ANY OF ITS MATERIAL
SUBSIDIARIES OR ANY OTHER LOAN PARTY, (II) CONFLICT WITH, RESULT IN A BREACH OF
OR CONSTITUTE (WITH DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT UNDER ANY
CONTRACTUAL OBLIGATION OF COMPANY OR ANY OF ITS MATERIAL SUBSIDIARIES OR ANY
OTHER LOAN PARTY, OR (III) RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF
ANY LIEN UNDER ANY SUCH CONTRACTUAL OBLIGATION UPON ANY OF THE PROPERTIES OR
ASSETS OF COMPANY OR ANY OF ITS SUBSIDIARIES (OTHER THAN ANY LIENS CREATED UNDER
ANY OF THE LOAN DOCUMENTS IN FAVOR OF ADMINISTRATIVE AGENT ON BEHALF OF SECURED
PARTIES).
C.
GOVERNMENTAL CONSENTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
LOAN PARTIES OF THE LOAN DOCUMENTS TO WHICH THEY ARE PARTIES AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS AND THE
RELATED AGREEMENTS DO NOT AND WILL NOT REQUIRE ANY RECORDING OR REGISTRATION
WITH, ORDER, CONSENT, APPROVAL, LICENSE, AUTHORIZATION OR VALIDATION OF, OR
NOTICE TO, OR OTHER ACTION TO, WITH OR BY, ANY FEDERAL, STATE OR OTHER
GOVERNMENTAL AUTHORITY OR REGULATORY BODY EXCEPT (I) ANY THEREOF THAT HAVE BEEN
OBTAINED OR MADE ON OR
PRIOR TO THE CLOSING DATE AND ARE IN FULL FORCE AND
EFFECT, (II) AS OF THE CLOSING DATE WITH RESPECT TO THE CONSUMMATION OF THE
TRANSACTION, ANY THEREOF WHICH THE FAILURE TO OBTAIN OR MAKE COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (III) ANY FILINGS
WHICH ARE NECESSARY TO PERFECT THE SECURITY INTERESTS CREATED UNDER THE
COLLATERAL DOCUMENTS, WHICH FILINGS WILL BE MADE WITHIN TEN DAYS FOLLOWING THE
CLOSING DATE).
D.
BINDING OBLIGATION.
EACH OF THE LOAN DOCUMENTS AND RELATED
AGREEMENTS HAS BEEN DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY THAT IS A
PARTY THERETO AND IS THE LEGALLY VALID AND BINDING OBLIGATION OF SUCH LOAN
PARTY, ENFORCEABLE AGAINST SUCH LOAN 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 RELATING TO ENFORCEABILITY.
96
5.3
Financial Condition.
A.
Company has heretofore delivered to
Lenders, at Lenders' request, the audited consolidated balance sheet of Company
and its Subsidiaries as at December 31, 2008 and the related consolidated
statements of income, stockholders' equity and cash flows of Company and its
Subsidiaries for the Fiscal Year then ended.
All such statements present fairly
in all material respects the consolidated financial condition of Company and its
Subsidiaries at the date of said financial statements and the results for the
period covered thereby, and were prepared in conformity with GAAP consistently
applied except to the extent provided in the notes to said financial statements.
B.
COMPANY HAS HERETOFORE DELIVERED TO LENDERS, AT LENDERS' REQUEST,
THE UNAUDITED CONSOLIDATED BALANCE SHEET OF COMPANY AND ITS SUBSIDIARIES AS AT
SEPTEMBER 30, 2009, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME,
STOCKHOLDERS' EQUITY AND CASH FLOWS OF COMPANY AND ITS SUBSIDIARIES FOR THE
FISCAL QUARTER THEN ENDED.
ALL SUCH STATEMENTS PRESENT FAIRLY IN ALL