REGULATION OR FILINGS OR RECORDINGS TO BE MADE IN
ANY JURISDICTION OUTSIDE OF THE UNITED STATES OR FILINGS OR RECORDINGS THE
FAILURE OF WHICH TO OBTAIN COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, NO AUTHORIZATION, APPROVAL OR OTHER ACTION BY, AND NO
NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY
OTHER THIRD PARTY IS REQUIRED FOR (I) THE DUE EXECUTION, DELIVERY, RECORDATION,
FILING OR PERFORMANCE BY ANY LOAN PARTY OF THIS AGREEMENT, THE NOTES OR ANY
OTHER LOAN DOCUMENT TO WHICH IT IS OR IS TO BE A PARTY, OR FOR THE CONSUMMATION
OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (II) THE
GRANT BY ANY LOAN PARTY OF THE LIENS GRANTED BY IT PURSUANT TO THE COLLATERAL
DOCUMENTS, (III) THE PERFECTION OR MAINTENANCE OF THE LIENS CREATED UNDER THE
COLLATERAL DOCUMENTS OR (IV) THE EXERCISE BY THE ADMINISTRATIVE AGENT OR ANY
LENDER OF ITS RIGHTS UNDER THE LOAN DOCUMENTS OR THE REMEDIES IN RESPECT OF THE
COLLATERAL PURSUANT TO THE COLLATERAL DOCUMENTS.
(E)
THIS AGREEMENT HAS BEEN, AND EACH OF THE
NOTES, IF ANY, AND EACH OTHER LOAN DOCUMENT WHEN DELIVERED HEREUNDER WILL HAVE
BEEN, DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY PARTY THERETO.
THIS
AGREEMENT IS, AND EACH OF THE NOTES AND EACH OTHER LOAN DOCUMENT WHEN DELIVERED
HEREUNDER WILL BE THE LEGAL, VALID AND BINDING OBLIGATION OF EACH LOAN PARTY
PARTY THERETO, ENFORCEABLE AGAINST SUCH LOAN PARTY IN ACCORDANCE WITH ITS TERMS,
SUBJECT IN EACH CASE TO DEBTOR RELIEF LAWS.
(F)
THE CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS SUBSIDIARIES AS OF DECEMBER 31, 2008, AND THE RELATED
CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE FISCAL YEAR THEN
ENDED, WHICH HAVE IN EACH CASE BEEN FURNISHED TO EACH LENDER, PRESENT FAIRLY THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE BORROWER AND ITS
SUBSIDIARIES AS OF SUCH DATE AND FOR SUCH PERIOD ALL IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED.
(G)
EXCEPT FOR THE DISCLOSED MATTERS, SINCE
DECEMBER 31, 2008, THERE HAS NOT OCCURRED A MATERIAL ADVERSE CHANGE.
(H)
THE MOST RECENT ANNUAL AUDITED AND QUARTERLY
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES
FILED BY THE BORROWER WITH THE SEC PRIOR TO THE CLOSING DATE, AND THE RELATED
CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS, SHAREHOLDERS' EQUITY (IN THE
CASE OF ANNUAL FINANCIAL STATEMENTS ONLY) AND CASH FLOWS FOR THE FISCAL QUARTER
OR FISCAL YEAR ENDED ON THAT DATE, AS THE CASE MAY BE (I) WERE PREPARED IN
ACCORDANCE WITH GAAP THROUGHOUT THE PERIOD COVERED THEREBY, EXCEPT AS OTHERWISE
EXPRESSLY NOTED THEREIN, AND (II) FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
FINANCIAL CONDITION OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE DATE THEREOF
AND THEIR RESULTS OF OPERATIONS FOR THE PERIOD COVERED THEREBY, SUBJECT, IN THE
CASE OF SUCH QUARTERLY FINANCIAL STATEMENTS, TO THE ABSENCE OF FOOTNOTE
DISCLOSURES AND TO CUSTOMARY YEAR-END AUDIT ADJUSTMENTS.
44
(I)
NO WRITTEN INFORMATION CONTAINED IN ANY
SCHEDULES OR EXHIBITS TO ANY LOAN DOCUMENT