THE TERMS OF ANY SUCH INDENTURE, INSTRUMENT OR
AGREEMENT.
NO ORDER, CONSENT, APPROVAL, LICENSE, AUTHORIZATION, OR VALIDATION
OF, OR FILING, RECORDING OR REGISTRATION WITH, OR EXEMPTION BY, ANY GOVERNMENTAL
OR PUBLIC BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, IS REQUIRED TO
AUTHORIZE, OR IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE OF, OR THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF,
ANY OF THE LOAN DOCUMENTS.
SECTION 3.04.
COMPLIANCE WITH LAWS; ENVIRONMENTAL AND SAFETY MATTERS.
(A)
THE BORROWER AND EACH OF ITS SUBSIDIARIES HAS, TO THE BEST KNOWLEDGE AND BELIEF
OF THE BORROWER, COMPLIED IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE STATUTES,
RULES, REGULATIONS, ORDERS AND RESTRICTIONS OF ANY DOMESTIC OR FOREIGN
GOVERNMENT OR ANY
40
INSTRUMENTALITY OR AGENCY THEREOF, HAVING JURISDICTION OVER THE CONDUCT OF THEIR
RESPECTIVE BUSINESSES OR THE OWNERSHIP OF THEIR RESPECTIVE PROPERTIES, EXCEPT TO
THE EXTENT THAT THE FAILURE TO COMPLY THEREWITH COULD NOT, IN THE AGGREGATE, BE
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE BORROWER AND EACH OF ITS SUBSIDIARIES HAS COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL FEDERAL, STATE, LOCAL AND OTHER STATUTES, ORDINANCES, ORDERS,
JUDGMENTS, RULINGS AND REGULATIONS RELATING TO ENVIRONMENTAL POLLUTION OR TO
ENVIRONMENTAL REGULATION OR CONTROL OR TO EMPLOYEE HEALTH OR SAFETY.
NEITHER
THE BORROWER NOR ANY SUBSIDIARY HAS RECEIVED NOTICE OF ANY MATERIAL FAILURE SO
TO COMPLY WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
THE BORROWER'S AND THE SUBSIDIARIES' FACILITIES DO NOT MANAGE ANY
HAZARDOUS WASTES, HAZARDOUS SUBSTANCES, HAZARDOUS MATERIALS, TOXIC SUBSTANCES,
TOXIC POLLUTANTS OR SUBSTANCES SIMILARLY DENOMINATED, AS THOSE TERMS OR SIMILAR
TERMS ARE USED IN THE RESOURCE CONSERVATION AND RECOVERY ACT, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT, THE TOXIC SUBSTANCE
CONTROL ACT, THE CLEAN AIR ACT, THE CLEAN WATER ACT OR ANY OTHER APPLICABLE LAW
RELATING TO ENVIRONMENTAL POLLUTION OR EMPLOYEE HEALTH AND SAFETY, IN VIOLATION
IN ANY MATERIAL RESPECT OF ANY LAW OR ANY REGULATIONS PROMULGATED PURSUANT
THERETO.
THE BORROWER IS AWARE OF NO EVENTS, CONDITIONS OR CIRCUMSTANCES
INVOLVING ENVIRONMENTAL POLLUTION OR CONTAMINATION OR EMPLOYEE HEALTH OR SAFETY
THAT COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY ON THE PART OF THE
BORROWER OR ANY SUBSIDIARY WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
SECTION 3.05.
FINANCIAL STATEMENTS.
THE BORROWER HAS HERETOFORE FURNISHED TO
THE LENDERS ITS (A) CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME, CHANGES
IN STOCKHOLDERS' EQUITY AND CASH FLOWS AS OF AND FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2006, AUDITED BY AND ACCOMPANIED BY THE OPINION OF DELOITTE &
TOUCHE LLP, INDEPENDENT PUBLIC ACCOUNTANTS AND (B) ITS UNAUDITED CONSOLIDATED
BALANCE SHEETS AND STATEMENTS OF INCOME AS OF AND FOR THE FISCAL QUARTER AND THE
THREE-MONTH PERIOD ENDED MARCH 31, 2007, CERTIFIED BY ITS CHIEF FINANCIAL
OFFICER.
SUCH FINANCIAL STATEMENTS PRESENT FAIRLY THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE BORROWER 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