AS OF
THE CLOSING DATE, THE BORROWER AND ITS SUBSIDIARIES DO NOT HAVE ANY MATERIAL OR
SIGNIFICANT CONTINGENT LIABILITY (OTHER THAN ANY LIABILITY INCIDENT TO ANY
LITIGATION, ARBITRATION OR PROCEEDING THAT COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT) THAT IS NOT REFLECTED IN THE FOREGOING FINANCIAL
STATEMENTS OR THE NOTES THERETO IN ACCORDANCE WITH GAAP.
SECTION 6.8
SOLVENCY.
THE BORROWER IS NOT INSOLVENT AS DEFINED IN
ANY APPLICABLE STATE OR FEDERAL STATUTE, NOR WILL THE BORROWER BE RENDERED
INSOLVENT BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OF THE CREDIT
DOCUMENTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS.
SECTION 6.9
NO MATERIAL ADVERSE CHANGE.
AT NO TIME DURING THE
PERIOD FROM DECEMBER 31, 2004 THROUGH THE DATE OF THIS AGREEMENT HAS THERE BEEN
A CHANGE IN THE FINANCIAL OR OTHER CONDITION, BUSINESS, AFFAIRS OR PROSPECTS OF
THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE, OR THEIR PROPERTIES AND
ASSETS CONSIDERED AS AN ENTIRETY, EXCEPT FOR CHANGES NONE OF WHICH, INDIVIDUALLY
OR IN THE AGGREGATE, HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL
ADVERSE EFFECT.
SECTION 6.10
TAX RETURNS AND PAYMENTS.
THE BORROWER AND EACH OF ITS
SUBSIDIARIES HAS FILED ALL FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX
RETURNS, DOMESTIC AND FOREIGN, REQUIRED TO BE FILED BY IT AND HAS PAID ALL
MATERIAL TAXES AND ASSESSMENTS PAYABLE BY IT THAT HAVE BECOME DUE, OTHER THAN
THOSE NOT YET DELINQUENT AND EXCEPT FOR THOSE CONTESTED IN GOOD FAITH.
THE
BORROWER AND EACH OF ITS SUBSIDIARIES HAS ESTABLISHED ON ITS BOOKS SUCH CHARGES,
ACCRUALS AND RESERVES IN RESPECT OF TAXES, ASSESSMENTS, FEES AND OTHER
GOVERNMENTAL CHARGES FOR ALL FISCAL PERIODS AS ARE REQUIRED BY GAAP.
THE
BORROWER DOES NOT KNOW
OF ANY PROPOSED ASSESSMENT FOR ADDITIONAL FEDERAL, FOREIGN OR STATE TAXES FOR
ANY PERIOD, OR OF ANY BASIS THEREFOR, THAT, INDIVIDUALLY OR IN THE AGGREGATE,
TAKING INTO ACCOUNT SUCH CHARGES, ACCRUALS AND RESERVES IN RESPECT THEREOF AS
THE BORROWER AND ITS SUBSIDIARIES HAVE MADE, COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 6.11
TITLE TO PROPERTIES.
THE BORROWER AND EACH OF ITS
SUBSIDIARIES HAS GOOD AND MARKETABLE TITLE, IN THE CASE OF REAL PROPERTY, AND
GOOD TITLE (OR VALID LEASEHOLDS, IN THE CASE OF ANY LEASED PROPERTY), IN THE
CASE OF ALL OTHER PROPERTY, TO ALL OF ITS MATERIAL PROPERTIES AND ASSETS FREE
AND CLEAR OF LIENS OTHER THAN LIENS PERMITTED UNDER SECTION 8.3.
THE INTERESTS
OF THE BORROWER AND EACH OF ITS SUBSIDIARIES IN THE PROPERTIES REFLECTED IN THE
MOST RECENT BALANCE SHEET REFERRED TO IN SECTION 6.7, TAKEN AS A WHOLE, WERE
SUFFICIENT, IN THE JUDGMENT OF THE BORROWER, AS OF THE DATE OF SUCH BALANCE
SHEET FOR PURPOSES OF THE OWNERSHIP AND OPERATION OF THE BUSINESSES CONDUCTED BY
THE BORROWER AND SUCH SUBSIDIARIES.
SECTION 6.12
LAWFUL OPERATIONS; COMPLIANCE WITH AGREEMENTS.
THE
BORROWER AND EACH OF ITS SUBSIDIARIES:
(A) HOLDS ALL NECESSARY FEDERAL, STATE
AND LOCAL GOVERNMENTAL LICENSES, REGISTRATIONS, CERTIFICATIONS, PERMITS AND
AUTHORIZATIONS NECESSARY TO