HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE (OR, TO THE EXTENT
APPLICABLE, OTHER ORGANIZATION) ACTION AND, IF REQUIRED, STOCKHOLDER ACTION.
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.
EXCEPT AS OTHERWISE SET
FORTH IN SCHEDULE 3.03, THE TRANSACTIONS (A) DO NOT REQUIRE ANY MATERIAL CONSENT
OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY OTHER ACTION BY, ANY
GOVERNMENTAL AUTHORITY, EXCEPT (I) SUCH AS HAVE BEEN OBTAINED OR MADE AND ARE IN
FULL FORCE AND EFFECT AND (II) FOR FILINGS NECESSARY TO PERFECT LIENS CREATED
PURSUANT TO THE LOAN DOCUMENTS, (B) WILL NOT VIOLATE ANY REQUIREMENT OF LAW
APPLICABLE TO ANY LOAN PARTY OR ANY OF ITS
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SUBSIDIARIES, (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY MATERIAL
INDENTURE, AGREEMENT OR OTHER 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 OR GIVE RISE
TO A RIGHT OF, OR RESULT IN, TERMINATION, CANCELATION OR ACCELERATION OF ANY
OBLIGATION THEREUNDER, 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)
THE PARENT
BORROWER HAS HERETOFORE FURNISHED TO THE ADMINISTRATIVE AGENT THE CONSOLIDATED
BALANCE SHEET AND STATEMENTS OF INCOME, STOCKHOLDERS EQUITY AND CASH FLOWS OF
HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES, IN EACH CASE (I) AS OF AND FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2007, REPORTED ON BY CROWE CHIZEK AND COMPANY
LLC, INDEPENDENT PUBLIC ACCOUNTANTS, AND (II) AS OF AND FOR THE FISCAL QUARTER
ENDED MARCH 31, 2008, CERTIFIED BY A 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 AND, IN THE CASE OF THE
FINANCIAL STATEMENTS REFERRED TO IN CLAUSE (I) ABOVE, WERE PREPARED IN
ACCORDANCE WITH GAAP, SUBJECT TO YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES.
(B)
NO EVENT, CHANGE, EFFECT OR CIRCUMSTANCE HAS OCCURRED THAT, INDIVIDUALLY OR
IN THE AGGREGATE, HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL
ADVERSE EFFECT, SINCE DECEMBER 31, 2007.
SECTION 3.05.
PROPERTIES.
(A)
AS OF THE DATE OF THIS AGREEMENT, SCHEDULE
3.05(A) SETS FORTH THE ADDRESS OF EACH PARCEL OF REAL PROPERTY THAT IS OWNED OR
LEASED BY EACH LOAN PARTY AFTER GIVING EFFECT TO THE TRANSACTIONS.