THAT, IN THE EVENT THIS REPRESENTATION IS BEING MADE PRIOR TO
THE BORROWING DATE, SUCH REPRESENTATION IS MADE ONLY AS TO THIS AGREEMENT (AND
NOT TO ANY OTHER CREDIT DOCUMENT).
8.03.
NO VIOLATION.
NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE BY
ANY CREDIT PARTY OF THE DOCUMENTS TO WHICH IT IS A PARTY, NOR COMPLIANCE BY IT
WITH THE TERMS AND PROVISIONS THEREOF, (I) WILL CONTRAVENE ANY MATERIAL
PROVISION OF ANY LAW, STATUTE, RULE OR REGULATION OR ANY ORDER, WRIT, INJUNCTION
OR DECREE OF ANY COURT OR GOVERNMENTAL INSTRUMENTALITY, (II) WILL CONFLICT WITH
OR RESULT IN ANY BREACH OF ANY OF THE TERMS, COVENANTS, CONDITIONS OR PROVISIONS
OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN THE CREATION OR IMPOSITION OF
(OR THE OBLIGATION TO CREATE OR IMPOSE) ANY LIEN (EXCEPT PURSUANT TO THE
SECURITY DOCUMENTS) UPON ANY OF THE PROPERTY OR ASSETS OF ANY CREDIT PARTY OR
ANY OF ITS SUBSIDIARIES PURSUANT TO THE TERMS OF ANY INDENTURE, MORTGAGE, DEED
OF TRUST, CREDIT AGREEMENT OR LOAN AGREEMENT, OR ANY OTHER MATERIAL AGREEMENT,
CONTRACT OR INSTRUMENT, IN EACH CASE TO WHICH ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES IS A PARTY OR BY WHICH IT OR ANY ITS PROPERTY OR ASSETS IS BOUND OR
TO WHICH IT MAY BE SUBJECT, OR (III) WILL VIOLATE ANY PROVISION OF THE
CERTIFICATE OR ARTICLES OF INCORPORATION, CERTIFICATE OF FORMATION, LIMITED
LIABILITY COMPANY AGREEMENT OR BY-LAWS (OR EQUIVALENT ORGANIZATIONAL DOCUMENTS),
AS APPLICABLE, OF ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES.
8.04.
APPROVALS.
NO ORDER, CONSENT, APPROVAL, LICENSE, AUTHORIZATION OR
VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH (EXCEPT FOR (X) THOSE
THAT HAVE OTHERWISE BEEN OBTAINED OR MADE ON OR PRIOR TO THE EFFECTIVE DATE AND
WHICH REMAIN IN FULL FORCE AND EFFECT ON SUCH DATE AND (Y) IN THE EVENT THE
REPRESENTATIONS IN THIS SECTION 8.04 ARE BEING MADE ON THE EFFECTIVE DATE,
CONSENTS, APPROVALS AND AUTHORIZATIONS OF HOLDERS OF BORROWER COMMON STOCK AND
OF THE SEC AND FILINGS WHICH ARE NECESSARY TO CONSUMMATE THE TENDER OFFER IN
ACCORDANCE WITH APPLICABLE LAW), OR EXEMPTION BY, ANY GOVERNMENTAL OR PUBLIC
BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, IS REQUIRED TO BE OBTAINED OR
MADE BY, OR ON BEHALF OF, ANY CREDIT PARTY TO AUTHORIZE, OR IS REQUIRED TO BE
OBTAINED OR MADE BY, OR ON BEHALF OF, ANY CREDIT PARTY IN CONNECTION WITH, (I)
THE EXECUTION, DELIVERY AND PERFORMANCE OF ANY DOCUMENT OR (II) THE LEGALITY,
VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF ANY SUCH DOCUMENT.
8.05.
FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED LIABILITIES;
PROJECTIONS.
(A)
(I) (I) THE AUDITED CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS SUBSIDIARIES AT DECEMBER 31, 2003, JUNE 30, 2003 AND JUNE 30,
2002, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS AND
CHANGES IN SHAREHOLDERS' EQUITY OF THE BORROWER AND ITS SUBSIDIARIES FOR THE SIX
MONTHS ENDED DECEMBER 31, 2003 AND FOR EACH OF THE FISCAL YEARS OF THE BORROWER
ENDED JUNE 30, 2003, JUNE 30, 2002 AND JUNE 30, 2001, IN EACH CASE FURNISHED TO