STATEMENTS OF THE PARENT AND ITS SUBSIDIARIES PRESENT FAIRLY IN ALL MATERIAL
RESPECTS, PARENT'S AND ITS SUBSIDIARIES' FINANCIAL CONDITION AS OF THE DATE
THEREOF AND RESULTS OF OPERATIONS FOR THE PERIOD THEN ENDED.
SECTION 4.04.
NO MATERIAL CHANGES, ETC.
FROM MAY 31, 2006 THROUGH THE CLOSING
DATE, THERE HAS OCCURRED NO MATERIALLY ADVERSE CHANGE IN THE FINANCIAL CONDITION
OR BUSINESS OF THE BORROWERS AND THEIR SUBSIDIARIES AS SHOWN ON OR REFLECTED IN
THE CONSOLIDATED BALANCE SHEET OF THE PARENT AND ITS SUBSIDIARIES AS MAY 31,
2006, OR THE CONSOLIDATED STATEMENT OF INCOME FOR THE FISCAL MONTH THEN ENDED,
OTHER THAN CHANGES IN THE ORDINARY COURSE OF BUSINESS THAT HAVE NOT HAD ANY
MATERIALLY ADVERSE EFFECT.
SECTION 4.05.
NO VIOLATION OF LAWS.
NONE OF THE BORROWERS OR ANY OF THEIR
SUBSIDIARIES IS IN VIOLATION OF OR DELINQUENT WITH RESPECT TO, ANY DECREE,
ORDER, OR ARBITRATION AWARD OF ANY COURT OR GOVERNMENTAL AUTHORITY, OR ANY
AGREEMENT WITH, OR ANY LICENSE OR PERMIT FROM, ANY GOVERNMENTAL AUTHORITY, OR
ANY STATUTE, LAW, LICENSE, RULE OR REGULATION INCLUDING, WITHOUT LIMITATION,
LAWS AND REGULATIONS RELATING TO OCCUPATIONAL HEALTH AND SAFETY, EQUAL
EMPLOYMENT OPPORTUNITIES, FAIR EMPLOYMENT PRACTICES, AND SEX, RACE, RELIGIOUS OR
AGE DISCRIMINATION, IN ANY OF THE FOREGOING CASES IN A MANNER THAT WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIALLY ADVERSE EFFECT.
ANY AND ALL
APPROVALS BY ANY FEDERAL, STATE OR LOCAL AUTHORITY NECESSARY FOR THE OPERATION
OF THE BUSINESS OF THE BORROWERS AND THEIR SUBSIDIARIES BY ANY OF THE BORROWERS
OR THEIR SUBSIDIARIES HAVE BEEN RECEIVED AND REMAIN IN FULL FORCE AND EFFECT,
EXCEPT WHERE THE FAILURE TO HAVE RECEIVED SUCH APPROVALS OR FOR SUCH APPROVALS
TO HAVE REMAINED IN FULL FORCE AND EFFECT WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIALLY ADVERSE EFFECT.
SECTION 4.06.
LITIGATION.
OTHER THAN THOSE MATTERS SET FORTH ON SCHEDULE 4.10
TO THE SENIOR CREDIT AGREEMENT, THERE ARE NO ACTIONS, SUITS, PROCEEDINGS OR
INVESTIGATIONS OF ANY KIND PENDING OR, TO THE KNOWLEDGE OF THE BORROWERS,
THREATENED AGAINST ANY OF THE BORROWERS OR THEIR SUBSIDIARIES BEFORE ANY COURT,
TRIBUNAL OR ADMINISTRATIVE AGENCY OR BOARD THAT COULD BE REASONABLY EXPECTED TO,
EITHER IN ANY CASE OR IN THE AGGREGATE, HAVE A MATERIALLY ADVERSE EFFECT, OR
MATERIALLY IMPAIR THE RIGHT OF THE BORROWERS AND THEIR SUBSIDIARIES, TAKEN AS A
WHOLE, TO CARRY
on business as now conducted by them, or result in any liability not adequately
covered by insurance, or for which adequate reserves are not maintained on the
consolidated balance sheet of the Parent and its Subsidiaries, or which question
the validity of this Agreement, any of the other Loan Documents or the Senior
Loan Documents, or any action taken or to be taken pursuant hereto or thereto.
SECTION 4.07.
NO MATERIALLY ADVERSE CONTRACTS, ETC.
NONE OF THE BORROWERS OR
ANY OF THEIR SUBSIDIARIES IS SUBJECT TO ANY CHARTER, CORPORATE OR OTHER LEGAL
RESTRICTION, OR ANY JUDGMENT, DECREE, ORDER, RULE OR REGULATION THAT HAS OR
COULD REASONABLY BE EXPECTED IN THE FUTURE TO HAVE A MATERIALLY ADVERSE EFFECT.
NONE