CONTRACTUAL OBLIGATION OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES EXCEPT TO THE EXTENT SUCH CONFLICT, BREACH OR DEFAULT COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; (C) RESULT IN OR
REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTIES OR
ASSETS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES (OTHER THAN ANY LIENS CREATED
UNDER THE TERM LOAN CREDIT DOCUMENTS OR LIENS CREATED UNDER THE REVOLVING CREDIT
DOCUMENTS); OR (D) REQUIRE ANY APPROVAL OF STOCKHOLDERS, MEMBERS OR PARTNERS OR
ANY APPROVAL OR CONSENT OF ANY PERSON UNDER ANY CONTRACTUAL OBLIGATION OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES, EXCEPT FOR SUCH APPROVALS OR CONSENTS WHICH
WILL BE OBTAINED ON OR BEFORE THE CLOSING DATE AND DISCLOSED IN WRITING TO THE
LENDERS AND EXCEPT FOR ANY SUCH APPROVALS OR CONSENTS THE FAILURE OF WHICH TO
OBTAIN WILL NOT HAVE A MATERIAL ADVERSE EFFECT.
4.5
GOVERNMENTAL CONSENTS.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE CREDIT PARTIES OF THE CREDIT DOCUMENTS TO WHICH
THEY ARE PARTIES AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE
CREDIT DOCUMENTS DO NOT AND WILL NOT REQUIRE ANY REGISTRATION WITH, CONSENT OR
APPROVAL OF, OR NOTICE TO, OR OTHER ACTION TO, WITH OR BY, ANY GOVERNMENTAL
AUTHORITY, AS OF THE CLOSING DATE.
4.6
BINDING OBLIGATION.
EACH CREDIT DOCUMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY EACH CREDIT PARTY THAT IS A PARTY
THERETO AND IS THE LEGALLY VALID AND BINDING OBLIGATION OF SUCH CREDIT PARTY,
ENFORCEABLE AGAINST SUCH CREDIT PARTY IN ACCORDANCE WITH ITS RESPECTIVE TERMS,
EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY OR BY
EQUITABLE PRINCIPLES.
4.7
HISTORICAL FINANCIAL STATEMENTS.
THE
HISTORICAL FINANCIAL STATEMENTS WERE PREPARED IN CONFORMITY WITH GAAP AND FAIRLY
PRESENT, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION, ON A CONSOLIDATED
BASIS, OF THE PERSONS DESCRIBED IN SUCH FINANCIAL STATEMENTS AS AT THE
RESPECTIVE DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH FLOWS, ON A
CONSOLIDATED BASIS, OF THE ENTITIES DESCRIBED THEREIN FOR EACH OF THE PERIODS
THEN ENDED, SUBJECT, IN THE CASE OF ANY SUCH UNAUDITED FINANCIAL STATEMENTS, TO
CHANGES RESULTING FROM AUDIT AND NORMAL YEAR-END ADJUSTMENTS.
AS OF THE CLOSING
DATE, NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS ANY CONTINGENT
LIABILITY OR LIABILITY FOR TAXES, LONG-TERM LEASE OR UNUSUAL FORWARD OR
LONG-TERM COMMITMENT THAT IS NOT REFLECTED IN THE HISTORICAL FINANCIAL
STATEMENTS OR THE NOTES THERETO AND WHICH IN ANY SUCH CASE IS MATERIAL IN
RELATION TO THE BUSINESS, OPERATIONS, PROPERTIES, ASSETS, CONDITION (FINANCIAL
OR OTHERWISE) OR RESULTS OF OPERATIONS OF THE BORROWER AND ANY OF ITS
SUBSIDIARIES TAKEN AS A WHOLE.
4.8
PROJECTIONS.
ON AND AS OF THE CLOSING DATE,
THE PROJECTIONS OF THE BORROWER AND ITS SUBSIDIARIES FOR THE PERIOD OF FISCAL
YEAR 2008 THROUGH AND INCLUDING FISCAL YEAR 2015 (THE "PROJECTIONS") ARE BASED
ON GOOD FAITH ESTIMATES MADE BY THE MANAGEMENT OF THE BORROWER BASED ON
ASSUMPTIONS BELIEVED TO BE REASONABLE WHEN MADE; PROVIDED, THAT