AND ITS SUBSIDIARIES AND THE ELVIS OPERATING
COMPANIES AS AT SUCH DATES, AND THE CONSOLIDATED RESULTS OF THEIR RESPECTIVE
OPERATIONS AND THEIR RESPECTIVE CONSOLIDATED CASH FLOWS FOR THE RESPECTIVE
MONTHS AND YEARS THEN ENDED.
THE UNAUDITED CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS SUBSIDIARIES AS AT MARCH 31, 2006 AND THE RELATED UNAUDITED
STATEMENTS OF INCOME AND CASH FLOWS FOR THE PERIOD THEN ENDED, PRESENT FAIRLY
THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AND ITS SUBSIDIARIES AS AT
SUCH DATE, AND THE CONSOLIDATED RESULTS OF THEIR RESPECTIVE OPERATIONS AND THEIR
RESPECTIVE CASH FLOWS FOR SUCH PERIOD (SUBJECT TO NORMAL YEAR-END AUDIT
ADJUSTMENTS).
ALL SUCH FINANCIAL STATEMENTS, INCLUDING THE RELATED SCHEDULES
AND NOTES THERETO, HAVE BEEN PREPARED ON A CONSOLIDATED BASIS IN ACCORDANCE WITH
GAAP (OR, IN THE CASE OF 19E AND ITS SUBSIDIARIES, IN ACCORDANCE WITH UK GAAP
TOGETHER WITH APPROPRIATE RECONCILIATIONS) APPLIED CONSISTENTLY THROUGHOUT THE
PERIODS INVOLVED (EXCEPT AS APPROVED BY THE AFOREMENTIONED FIRM OF ACCOUNTANTS
AND DISCLOSED IN THEIR REPORTS THEREON).
EXCEPT AS SET FORTH ON SCHEDULE 4.1,
NONE OF THE BORROWER OR ITS SUBSIDIARIES HAS ANY MATERIAL GUARANTEE OBLIGATIONS,
CONTINGENT LIABILITIES AND LIABILITIES FOR TAXES, OR ANY LONG-TERM LEASES OR
UNUSUAL FORWARD OR LONG-TERM COMMITMENTS, INCLUDING ANY INTEREST RATE OR FOREIGN
CURRENCY SWAP OR EXCHANGE TRANSACTION OR OTHER OBLIGATION IN RESPECT OF
DERIVATIVES, THAT ARE NOT REFLECTED IN THE MOST RECENT FINANCIAL STATEMENTS
REFERRED TO IN THIS PARAGRAPH.
DURING THE PERIOD FROM DECEMBER 31, 2005 TO AND
INCLUDING THE DATE HEREOF THERE HAS BEEN NO DISPOSITION BY ANY GROUP MEMBER OF
ANY MATERIAL PART OF ITS BUSINESS OR PROPERTY.
4.2.
No Change.
Since December 31, 2005, there has been no development
or event that has had or could reasonably be expected to have a Material Adverse
Effect.
4.3.
Corporate Existence; Compliance with Law.
Each Group Member
(a) is duly incorporated, organized or formed, validly existing and (where
applicable) in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee, to license the property it exploits as licensee, and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation or other organization and in good standing (where applicable) under
the laws of each jurisdiction where its ownership, lease, licensing or operation
of property or the conduct of its business requires such qualification, except
where the failure to be so qualified could not reasonably be expected to cause a
Material Adverse Effect and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to cause a Material Adverse Effect.
4.4.
Power; Authorization; Enforceable Obligations.
Each Loan Party
has the power and authority, and the legal right, to make, deliver and perform
each Loan Document to which it is a party and grant the Liens to be