(subject to normal year-end audit adjustments).
All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein).
The Borrower and its consolidated Subsidiaries do not
have any material Guarantee Obligations, contingent liabilities and liabilities
for taxes, or any long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap or exchange transaction or
other obligation in respect of derivatives, that are not reflected in the most
recent financial statements referred to in this paragraph.
5.2
NO CHANGE.
SINCE DECEMBER 28, 2002, THERE
HAS BEEN NO DEVELOPMENT OR EVENT THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
5.3
CORPORATE EXISTENCE; COMPLIANCE WITH LAW.
EACH OF THE BORROWER AND ITS SUBSIDIARIES (A) IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, (B) HAS THE CORPORATE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO
OWN AND OPERATE ITS PROPERTY, TO LEASE THE PROPERTY IT OPERATES AS LESSEE AND TO
CONDUCT THE BUSINESS IN WHICH IT IS CURRENTLY ENGAGED, (C) IS DULY QUALIFIED AS
A FOREIGN CORPORATION AND IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION
WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTY OR THE CONDUCT OF ITS
BUSINESS REQUIRES SUCH QUALIFICATION AND (D) IS IN COMPLIANCE WITH ALL
REQUIREMENTS OF LAW EXCEPT TO THE EXTENT THAT THE FAILURE TO COMPLY THEREWITH
COULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
5.4
CORPORATE POWER.
EACH LOAN PARTY HAS THE
CORPORATE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO MAKE, DELIVER AND PERFORM
THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND, IN THE CASE OF THE BORROWER, TO
BORROW HEREUNDER, AND TO HAVE FACILITY LCS ISSUED FOR ITS ACCOUNT HEREUNDER.
EACH LOAN
34
PARTY HAS TAKEN ALL NECESSARY CORPORATE ACTION TO AUTHORIZE THE EXECUTION,
DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND, IN
THE CASE OF THE BORROWER, TO AUTHORIZE THE BORROWINGS ON THE TERMS AND
CONDITIONS OF THIS AGREEMENT, THE ISSUANCE OF FACILITY LCS FOR ITS ACCOUNT
HEREUNDER.
NO CONSENT OR AUTHORIZATION OF, FILING WITH, NOTICE TO OR OTHER ACT
BY OR IN RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED
IN CONNECTION WITH THE BORROWINGS HEREUNDER OR WITH THE EXECUTION, DELIVERY,
PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS, EXCEPT (I) CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES DESCRIBED IN
SCHEDULE 5.4, WHICH CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES HAVE BEEN
OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT AND (II) THE FILINGS REFERRED
TO IN SECTION 5.19.
EACH LOAN DOCUMENT HAS BEEN DULY EXECUTED AND DELIVERED ON
BEHALF OF EACH LOAN PARTY PARTY THERETO.
THIS AGREEMENT CONSTITUTES, AND EACH
OTHER LOAN DOCUMENT UPON EXECUTION WILL CONSTITUTE, A LEGAL, VALID AND BINDING
OBLIGATION OF EACH