8.
REPRESENTATIONS AND WARRANTIES
In order to induce the Creditor Parties to enter into this Credit Agreement and
to make the Loans, each of the Borrowers, and each of the Guarantors, jointly
and severally, represent and warrant to the Administrative Agent and to the
Swingline Lender, the Issuing Bank and the Lenders as follows:
8.1
FINANCIAL INFORMATION.
TRUE, ACCURATE AND COMPLETE CONSOLIDATED
FINANCIAL STATEMENTS OF EACH BORROWER AND CONSOLIDATING BALANCE SHEET AND INCOME
STATEMENT FOR CCG, AS OF AND FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (THE
"BALANCE SHEET DATE"), HAVE BEEN DELIVERED TO THE CREDITOR PARTIES AND THE SAME
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION OF EACH
BORROWER, EACH GUARANTOR AND EACH PLEDGED ENTITY AS OF THE DATE THEREOF AND NO
MATERIAL AND ADVERSE CHANGE HAS OCCURRED IN SUCH FINANCIAL CONDITION SINCE THE
DATE THEREOF.
8.2
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 8.2, THERE ARE NO
ACTIONS, SUITS, PROCEEDINGS OR INVESTIGATIONS OF ANY KIND PENDING OR, TO THE
KNOWLEDGE OF EITHER BORROWER OR ANY GUARANTORS, THREATENED, AGAINST ANY OF THEM
OR THEIR RESPECTIVE SUBSIDIARIES, BEFORE ANY COURT, TRIBUNAL OR ADMINISTRATIVE
AGENCY OR BOARD THAT, IF ADVERSELY DETERMINED, WOULD REASONABLY BE EXPECTED TO,
EITHER IN ANY CASE OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT, OR
RESULT IN ANY SUBSTANTIAL LIABILITY NOT ADEQUATELY COVERED BY INSURANCE, OR FOR
WHICH ADEQUATE RESERVES ARE NOT MAINTAINED ON THE BALANCE SHEET OF SUCH PERSON,
OR WHICH QUESTION THE VALIDITY OF THIS CREDIT
54
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY ACTION TAKEN OR TO BE TAKEN
PURSUANT HERETO OR THERETO.
8.3
GOOD TITLE AND NO LIENS.
THE BORROWERS, THE GUARANTORS AND THE
PLEDGED ENTITIES ARE THE LAWFUL OWNERS OF THEIR RESPECTIVE ASSETS AND ARE AND
WILL BE THE LAWFUL OWNERS OF SUCH ASSETS, FREE AND CLEAR OF ALL LIENS AND
ENCUMBRANCES OF ANY NATURE WHATSOEVER OTHER THAN (I) AS PERMITTED IN CONJUNCTION
WITH THIS CREDIT AGREEMENT, (II) LIENS AND ENCUMBRANCES SECURING OTHER
INDEBTEDNESS INCURRED IN CONNECTION WITH THE CONDUCT OF BUSINESS BY SUCH PERSONS
IN THE ORDINARY COURSE OF THEIR RESPECTIVE BUSINESSES CONSISTENT WITH PAST
PRACTICES AND LISTED ON SCHEDULE 8.3, (III) LIENS AND ENCUMBRANCES WHICH ARE
BEING RELEASED, TERMINATED OR DISCHARGED WITH THE PROCEEDS OF THE TERM LOAN OR
(IV) PERMITTED LIENS.
8.4
FRANCHISE, PATENTS, COPYRIGHTS, ETC.
EACH OF THE BORROWERS AND EACH
OF THE GUARANTORS POSSESS ALL FRANCHISES, PATENTS, COPYRIGHTS, TRADEMARKS, TRADE
NAMES, LICENSES AND PERMITS, AND RIGHTS IN RESPECT OF THE FOREGOING, REQUIRED
FOR THE CONDUCT OF ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED, WITHOUT KNOWN
CONFLICT WITH ANY RIGHTS OF OTHERS, EXCEPT TO THE EXTENT THE FAILURE TO OWN OR
HAVE THE SAME WOULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
8.5
ENTITY MATTERS.
8.5.1
ORGANIZATION.
EACH OF THE BORROWERS, EACH
GUARANTOR AND EACH OF THE PLEDGED ENTITIES:
(A)
IS THE TYPE OF BUSINESS ENTITY, FORMED IN THE JURISDICTION, AND
QUALIFIED TO DO BUSINESS IN THE JURISDICTIONS, AS SET FORTH ON SCHEDULE 8.5.1.
(B)
THAT PURPORTS TO BE