OR INSTRUMENT CONTEMPLATED THEREBY TO
WHICH IT IS A PARTY.
SECTION 3.02.
AUTHORIZATION.
THE TRANSACTIONS TO BE ENTERED INTO BY
EACH LOAN PARTY ARE WITHIN SUCH LOAN PARTY'S POWERS AND HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION ON THE PARTY OF SUCH LOAN PARTY.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, INCLUDING BORROWING
OF LOANS AND THE USE OF THE PROCEEDS THEREFROM, (A) HAVE BEEN
34
DULY AUTHORIZED BY ALL REQUISITE CORPORATE OR LIMITED LIABILITY COMPANY AND, IF
REQUIRED, STOCKHOLDER OR MEMBER ACTION AND (B) WILL NOT (I) VIOLATE (A) ANY
PROVISION OF ANY APPLICABLE LAW, STATUTE, RULE OR REGULATION, OR OF THE
CERTIFICATE OR ARTICLES OF INCORPORATION OR OTHER CONSTITUTIVE DOCUMENTS OR
BY-LAWS OR OPERATING AGREEMENT OF ANY LOAN PARTY, (B) ANY APPLICABLE ORDER OF
ANY GOVERNMENTAL AUTHORITY OR (C) ANY PROVISION OF ANY INDENTURE, AGREEMENT OR
OTHER INSTRUMENT TO WHICH THE PARENT OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY
WHICH ANY OF THEM OR ANY OF THEIR PROPERTY IS BOUND, (II) BE IN CONFLICT WITH,
RESULT IN A BREACH OF OR CONSTITUTE (ALONE OR WITH NOTICE OR LAPSE OF TIME OR
BOTH) A DEFAULT UNDER, OR GIVE RISE TO ANY RIGHT TO ACCELERATE OR TO REQUIRE THE
PREPAYMENT, REPURCHASE OR REDEMPTION OF ANY OBLIGATION UNDER ANY SUCH INDENTURE,
AGREEMENT OR OTHER INSTRUMENT OR (III) RESULT IN THE CREATION OR IMPOSITION OF
ANY LIEN UPON OR WITH RESPECT TO ANY PROPERTY OR ASSETS NOW OWNED OR HEREAFTER
ACQUIRED BY THE PARENT, THE BORROWER OR ANY SUBSIDIARY.
SECTION 3.03.
ENFORCEABILITY.
THIS AGREEMENT HAS BEEN DULY EXECUTED
AND DELIVERED BY EACH LOAN PARTY AND CONSTITUTES, AND EACH OTHER LOAN DOCUMENT
WHEN EXECUTED AND DELIVERED BY EACH LOAN PARTY THERETO WILL CONSTITUTE, A LEGAL,
VALID AND BINDING OBLIGATION OF SUCH LOAN PARTY ENFORCEABLE AGAINST SUCH LOAN
PARTY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, RECEIVERSHIP, MORATORIUM OR
SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR LIMITING CREDITORS' RIGHTS
GENERALLY OR BY GENERAL EQUITY PRINCIPLES.
SECTION 3.04.
GOVERNMENTAL APPROVALS.
NO ACTION, CONSENT OR APPROVAL
OF, REGISTRATION OR FILING WITH OR ANY OTHER ACTION BY ANY GOVERNMENTAL
AUTHORITY IS NECESSARY OR WILL BE REQUIRED IN CONNECTION WITH THE LOAN
DOCUMENTS, EXCEPT FOR SUCH AS HAVE BEEN MADE OR OBTAINED AND ARE IN FULL FORCE
AND EFFECT.
SECTION 3.05.
FINANCIAL STATEMENTS.
(A)
THE BORROWER HAS HERETOFORE
FURNISHED TO THE ADMINISTRATIVE AGENT AND EACH LENDER THE PARENT'S CONSOLIDATED
BALANCE SHEETS AND RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH
FLOWS (I) AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005, AUDITED BY AND
ACCOMPANIED BY THE REPORT OF FITTS ROBERTS & CO., P.C., INDEPENDENT PUBLIC
ACCOUNTANTS, AND (II) AS OF AND FOR THE FISCAL QUARTERS ENDED MARCH 31, 2006 AND
JUNE 30, 2006, AND EACH FISCAL MONTH ENDED AFTER JUNE 30, 2006, AND AT LEAST
30 DAYS BEFORE THE CLOSING DATE, EACH CERTIFIED BY ITS CHIEF FINANCIAL OFFICER.
SUCH FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE