IN BREACH OF ANY SUCH CONTRACT, LOAN AGREEMENT,
INDENTURE, MORTGAGE, DEED OF TRUST, LEASE OR OTHER INSTRUMENT, THE VIOLATION OR
BREACH OF WHICH COULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION
BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY
BODY OR ANY OTHER THIRD PARTY IS REQUIRED FOR (I) THE DUE EXECUTION, DELIVERY,
RECORDATION, FILING OR PERFORMANCE BY ANY LOAN PARTY OR ITS SUBSIDIARIES OF ANY
LOAN DOCUMENT TO WHICH IT IS OR IS TO BE A PARTY (OTHER THAN LOAN DOCUMENTS
REQUIRED TO BE ENTERED INTO PURSUANT TO SECTIONS 5.01(J) AND 5.01(L) TO THE
EXTENT NOT EXECUTED AS OF THE DATE HEREOF), OR FOR THE CONSUMMATION OF THE
TRANSACTION, (II) THE GRANT BY ANY LOAN PARTY OR ITS SUBSIDIARIES OF THE LIENS
GRANTED BY IT PURSUANT TO THE COLLATERAL DOCUMENTS, (III) THE PERFECTION OR
MAINTENANCE OF THE LIENS CREATED UNDER THE COLLATERAL DOCUMENTS (INCLUDING THE
FIRST PRIORITY NATURE THEREOF) OR (IV) THE EXERCISE BY THE ADMINISTRATIVE AGENT
OR ANY LENDER PARTY OF ITS RIGHTS UNDER THE LOAN DOCUMENTS OR THE REMEDIES IN
RESPECT OF THE COLLATERAL PURSUANT TO THE COLLATERAL DOCUMENTS, OTHER THAN THE
FILING OR RECORDING OF ANY UCC FINANCING STATEMENTS OR THE PERIODIC FILING OF
UCC CONTINUATION STATEMENTS IN RESPECT OF UCC FINANCING STATEMENTS FILED BY OR
ON BEHALF OF THE ADMINISTRATIVE AGENT.
(E)
THIS AGREEMENT HAS BEEN, AND EACH OTHER
LOAN DOCUMENT WHEN DELIVERED HEREUNDER WILL HAVE BEEN, DULY EXECUTED AND
DELIVERED BY EACH LOAN PARTY PARTY THERETO.
THIS AGREEMENT IS, AND EACH OTHER
LOAN DOCUMENT WHEN DELIVERED HEREUNDER WILL BE, THE LEGAL, VALID AND BINDING
OBLIGATION OF EACH LOAN PARTY AND ITS SUBSIDIARIES PARTY THERETO, ENFORCEABLE
AGAINST SUCH LOAN PARTY AND SUCH SUBSIDIARIES IN ACCORDANCE WITH ITS TERMS.
(F)
(I) THE CONSOLIDATED BALANCE SHEET OF THE
COMPANY AND ITS SUBSIDIARIES AS AT JUNE 30, 2003, AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME AND CASH FLOW OF THE COMPANY AND ITS SUBSIDIARIES FOR THE
FISCAL YEAR THEN ENDED, ACCOMPANIED, AS TO THE CONSOLIDATED FINANCIAL
STATEMENTS, BY AN UNQUALIFIED OPINION OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
PUBLIC ACCOUNTANTS, DULY CERTIFIED BY A RESPONSIBLE OFFICER, COPIES OF WHICH
HAVE BEEN FURNISHED TO EACH LENDER PARTY, FAIRLY PRESENT, SUBJECT TO YEAR-END
AUDIT ADJUSTMENTS, THE CONSOLIDATED FINANCIAL CONDITION OF THE COMPANY AND ITS
SUBSIDIARIES AS AT SUCH DATES AND THE CONSOLIDATED RESULTS OF THE OPERATIONS OF
THE COMPANY AND ITS SUBSIDIARIES FOR THE PERIODS ENDED ON SUCH DATES, ALL IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT
BASIS, AND
(II)
SINCE JUNE 30, 2003 THERE HAS OCCURRED NO
MATERIAL ADVERSE CHANGE, EXCEPT AS REPORTED IN THE DISCLOSURES OF THE COMPANY IN
ITS PUBLIC FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
PRIOR TO THE DATE HEREOF.
(G)
THE CONSOLIDATED FORECASTED BALANCE SHEET,
STATEMENTS OF INCOME AND STATEMENTS OF CASH FLOW OF THE COMPANY AND ITS
SUBSIDIARIES DELIVERED TO THE LENDER PARTIES PURSUANT TO SECTION 3.01(A)(X) OR
5.03 WERE PREPARED IN GOOD FAITH