OTHER CONSENTS.
EXCEPT FOR FILINGS
NECESSARY TO PERFECT THE LIENS IN FAVOR OF THE COLLATERAL AGENT IN THE
COLLATERAL AND TO RELEASE LIENS IN RESPECT OF THE REFINANCED AGREEMENTS AND
OTHER CONSENTS, AUTHORIZATIONS, NOTICES, APPROVALS AND EXEMPTIONS THAT HAVE BEEN
OBTAINED PRIOR TO OR AS OF THE CLOSING DATE, NO APPROVAL, CONSENT, EXEMPTION,
AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT
AGAINST, ANY LOAN PARTY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH IT
IS A PARTY.
SECTION 5.04
BINDING EFFECT.
THIS AGREEMENT HAS BEEN, AND EACH OTHER LOAN
DOCUMENT, WHEN DELIVERED HEREUNDER, WILL HAVE BEEN, DULY EXECUTED AND DELIVERED
BY EACH LOAN PARTY THAT IS PARTY THERETO.
THIS AGREEMENT CONSTITUTES, AND EACH
OTHER LOAN DOCUMENT WHEN SO DELIVERED WILL CONSTITUTE, A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE AGAINST EACH LOAN PARTY THAT
IS PARTY THERETO IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS SUCH ENFORCEABILITY
MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
(II) THAT RIGHTS OF ACCELERATION AND THE AVAILABILITY OF EQUITABLE REMEDIES MAY
BE LIMITED BY EQUITABLE PRINCIPLES OF GENERAL APPLICABILITY (REGARDLESS OF
WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW).
SECTION 5.05
FINANCIAL CONDITION; NO MATERIAL ADVERSE EFFECT.
(A)
AUDITED FINANCIAL STATEMENTS.
THE AUDITED FINANCIAL STATEMENTS
(I) WERE PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE
PERIOD COVERED THEREBY, EXCEPT AS OTHERWISE EXPRESSLY NOTED THEREIN; (II) FAIRLY
PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION OF PARENT HOLDINGS AND
ITS SUBSIDIARIES AS OF THE DATE THEREOF AND THEIR RESULTS OF OPERATIONS FOR THE
PERIODS COVERED THEREBY IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT
THE PERIODS COVERED THEREBY, EXCEPT AS OTHERWISE EXPRESSLY NOTED THEREIN; AND
(III) SHOW ALL MATERIAL INDEBTEDNESS AND OTHER LIABILITIES, DIRECT OR
CONTINGENT, OF PARENT HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATE
THEREOF, INCLUDING LIABILITIES FOR TAXES, MATERIAL COMMITMENTS AND INDEBTEDNESS.
(B)
INTERIM FINANCIAL STATEMENTS.
THE UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEET OF PARENT HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES
AS OF JULY 31, 2006 AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
AND CASH FLOWS FOR THE FISCAL QUARTER AND THE THEN ELAPSED PORTION OF THE FISCAL
YEAR THEN ENDED WHICH ARE INCLUDED IN PARENT HOLDINGS' QUARTERLY REPORT ON FORM
10-Q FOR THE THREE MONTHS ENDED JULY 31, 2006, AS FILED WITH THE SEC, FAIRLY
PRESENT, IN ALL MATERIAL RESPECTS AND IN CONFORMITY WITH GAAP APPLIED ON A BASIS
CONSISTENT WITH THE FINANCIAL STATEMENTS REFERRED TO IN SUBSECTION (A) OF THIS
SECTION 5.05 (EXCEPT THAT FOOTNOTES HAVE BEEN PRESENTED IN ACCORDANCE WITH
ARTICLE 10 OF REGULATION S-X PROMULGATED UNDER THE EXCHANGE ACT AND NORMAL
YEAR-END AUDIT ADJUSTMENTS), THE CONSOLIDATED FINANCIAL POSITION OF PARENT
HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES AS OF SUCH DATE AND THEIR
CONSOLIDATED RESULTS OF OPERATIONS FOR SUCH PERIODS AND CASH FLOWS FOR THE