DISCLOSED ON SUCH FINANCIAL STATEMENTS.
(M)
NO MATERIAL ADVERSE CHANGE.
SINCE AUGUST 30,
2008 THROUGH AND INCLUDING THE CLOSING DATE, THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE BUSINESS, ASSETS, LIABILITIES OR FINANCIAL CONDITION OF THE
COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE AND NO EVENT HAS OCCURRED OR
CONDITION ARISEN THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(N)
SOLVENCY.
AS OF THE CLOSING DATE AND AFTER
GIVING EFFECT TO EACH EXTENSION OF CREDIT MADE HEREUNDER, THE COMPANY AND ITS
SUBSIDIARIES, ON A CONSOLIDATED BASIS, WILL BE SOLVENT.
(O)
TITLE TO PROPERTY; LEASES.
EACH OF THE
COMPANY AND ITS SUBSIDIARIES HAVE GOOD AND SUFFICIENT TITLE TO THEIR RESPECTIVE
PROPERTIES WHICH THE COMPANY AND ITS SUBSIDIARIES OWN OR PURPORT TO OWN THAT
INDIVIDUALLY OR IN THE AGGREGATE ARE MATERIAL, INCLUDING ALL SUCH PROPERTIES
REFLECTED IN THE MOST RECENT AUDITED BALANCE SHEET REFERRED TO IN
SECTION 5.2(D) OR PURPORTED TO HAVE BEEN ACQUIRED BY THE COMPANY OR ANY
SUBSIDIARY AFTER SAID DATE (EXCEPT AS SOLD OR OTHERWISE DISPOSED OF IN THE
ORDINARY COURSE OF BUSINESS), IN EACH CASE FREE AND CLEAR OF LIENS PROHIBITED BY
THIS AGREEMENT.
ALL LEASES THAT INDIVIDUALLY OR IN THE AGGREGATE ARE MATERIAL
ARE VALID AND SUBSISTING AND ARE IN FULL FORCE AND EFFECT IN ALL MATERIAL
RESPECTS.
(P)
EXISTING DEBT; FUTURE LIENS.
(I)
EXCEPT AS DESCRIBED THEREIN, AS OF THE
CLOSING DATE, SCHEDULE 6.1(P) SETS FORTH A COMPLETE AND CORRECT LIST OF ALL
OUTSTANDING DEBT OF THE COMPANY AND ITS SUBSIDIARIES AS OF AUGUST 30, 2008,
SINCE WHICH DATE TO THE CLOSING DATE THERE HAS BEEN NO MATERIAL CHANGE IN THE
AMOUNTS, INTEREST RATES, SINKING FUNDS, INSTALLMENT PAYMENTS OR MATURITIES OF
THE DEBT OF THE COMPANY OR ITS SUBSIDIARIES.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS IN DEFAULT AND NO WAIVER OF DEFAULT IS CURRENTLY IN EFFECT, IN THE
PAYMENT OF ANY PRINCIPAL OR INTEREST ON ANY MATERIAL DEBT OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES, AND NO EVENT OR CONDITION EXISTS WITH RESPECT TO ANY
MATERIAL DEBT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THAT WOULD PERMIT (OR
THAT WITH NOTICE OR THE LAPSE OF TIME, OR BOTH, WOULD PERMIT) ONE OR MORE
PERSONS TO CAUSE SUCH MATERIAL DEBT TO BECOME DUE AND PAYABLE BEFORE ITS STATED
MATURITY OR BEFORE ITS REGULARLY SCHEDULED DATES OF PAYMENT.
(II)
EXCEPT AS DISCLOSED IN SCHEDULE 6.1(P),
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS AGREED OR CONSENTED TO CAUSE
OR PERMIT IN THE FUTURE (UPON THE HAPPENING OF A
42
CONTINGENCY OR OTHERWISE) ANY OF ITS PROPERTY, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, TO BE SUBJECT TO A LIEN NOT PERMITTED BY SECTION 10.1.
(III)
AS OF THE CLOSING DATE, NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO, OR OTHERWISE SUBJECT TO ANY PROVISION
CONTAINED IN, ANY INSTRUMENT EVIDENCING DEBT OF THE COMPANY OR SUCH SUBSIDIARY,
ANY AGREEMENT RELATING THERETO OR ANY OTHER AGREEMENT (INCLUDING, BUT NOT
LIMITED TO, ITS CHARTER OR OTHER ORGANIZATIONAL DOCUMENT)