FINANCIAL
CONDITION AND RESULTS OF OPERATIONS AND CASH FLOWS OF THE PARENT AND ITS
CONSOLIDATED SUBSIDIARIES AS OF SUCH DATES AND FOR SUCH PERIODS.
SUCH BALANCE
SHEETS AND THE NOTES THERETO DISCLOSE ALL MATERIAL LIABILITIES, DIRECT OR
CONTINGENT, OF THE PARENT AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATES
THEREOF.
SUCH FINANCIAL STATEMENTS WERE PREPARED IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED THROUGHOUT THE PERIOD COVERED THEREBY, EXCEPT AS OTHERWISE
NOTED THEREIN AND, SUBJECT, IN THE CASE OF UNAUDITED FINANCIAL STATEMENTS, TO
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES.
(B)
THE BORROWER HAS HERETOFORE DELIVERED TO THE ADMINISTRATIVE AGENT AND EACH
LENDER AN UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND RELATED PRO FORMA
STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS OF THE PARENT AS OF
AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005, THE FISCAL QUARTER ENDED
JUNE 30, 2006 AND THE TWELVE MONTH PERIOD ENDED JUNE 30, 2006, PREPARED GIVING
EFFECT TO THE TRANSACTIONS AS IF THEY HAD OCCURRED, WITH RESPECT TO SUCH BALANCE
SHEET, ON SUCH DATE AND, WITH RESPECT TO SUCH OTHER FINANCIAL STATEMENTS, ON THE
FIRST DAY
35
OF THE FOUR-FISCAL QUARTER PERIOD ENDING ON SUCH DATE. SUCH PRO FORMA FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN GOOD FAITH BY THE BORROWER, BASED ON THE
ASSUMPTIONS BELIEVED BY THE BORROWER ON THE CLOSING DATE TO BE REASONABLE, ARE
BASED IN ALL MATERIAL RESPECTS ON THE INFORMATION REASONABLY AVAILABLE TO THE
BORROWER AS OF THE DATE OF DELIVERY THEREOF, REFLECT IN ALL MATERIAL RESPECTS
THE ADJUSTMENTS REQUIRED TO BE MADE TO GIVE EFFECT TO THE TRANSACTIONS AND
PRESENT FAIRLY IN ALL MATERIAL RESPECTS ON A PRO FORMA BASIS THE ESTIMATED
CONSOLIDATED FINANCIAL POSITION OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES AS OF SUCH DATE AND FOR SUCH PERIOD, ASSUMING THAT THE TRANSACTIONS
HAD ACTUALLY OCCURRED AT SUCH DATE OR AT THE BEGINNING OF SUCH PERIOD, AS THE
CASE MAY BE.
SECTION 3.06.
NO MATERIAL ADVERSE CHANGE.
SINCE DECEMBER 31, 2005, NO
EVENT, CHANGE OR CONDITION HAS OCCURRED THAT (INDIVIDUALLY OR IN THE AGGREGATE)
HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
SECTION 3.07.
TITLE TO PROPERTIES; POSSESSION UNDER LEASES.
(A)
EACH
OF THE PARENT AND THE SUBSIDIARIES HAS GOOD AND INDEFEASIBLE TITLE IN FEE SIMPLE
TO, OR VALID LEASEHOLD INTERESTS IN, ALL ITS MATERIAL PROPERTIES AND ASSETS
(INCLUDING, WITHOUT LIMITATION, ALL OF ITS INTELLECTUAL PROPERTY AND LICENSES).
OTHER THAN MINOR DEFECTS IN TITLE THAT DO NOT MATERIALLY INTERFERE WITH ITS
ABILITY TO CONDUCT ITS BUSINESS OR TO UTILIZE SUCH ASSETS FOR THEIR INTENDED
PURPOSES, ALL SUCH MATERIAL PROPERTIES AND ASSETS ARE FREE AND CLEAR OF LIENS.
(B)
NONE OF THE PARENT, THE BORROWER OR THE SUBSIDIARIES HAS KNOWLEDGE OF THE
CONTINUANCE OF ANY DEFAULT UNDER ANY MATERIAL LEASE TO WHICH IT IS A PARTY AND,
TO EACH OF THEIR KNOWLEDGE, ALL SUCH LEASES ARE IN FULL FORCE AND EFFECT.
(C)
NEITHER THE PARENT NOR THE BORROWER HAS RECEIVED ANY NOTICE OF, NOR HAS
ANY KNOWLEDGE OF, ANY PENDING OR CONTEMPLATED