BY, ANY GOVERNMENTAL AUTHORITY, EXCEPT SUCH AS HAVE BEEN OBTAINED
OR MADE AND ARE IN FULL FORCE AND EFFECT, (B) WILL NOT VIOLATE ANY APPLICABLE
LAW OR REGULATION OR THE CHARTER, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF
THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY ORDER OF ANY GOVERNMENTAL
AUTHORITY, (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY INDENTURE,
AGREEMENT OR OTHER INSTRUMENT BINDING UPON THE BORROWER OR ANY OF ITS
SUBSIDIARIES OR ITS ASSETS, OR GIVE RISE TO A RIGHT THEREUNDER TO REQUIRE ANY
PAYMENT TO BE MADE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, AND (D) WILL NOT
RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF THE BORROWER OR
ANY OF ITS SUBSIDIARIES.
SECTION 3.04.
FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(A)
THE BORROWER HAS HERETOFORE FURNISHED TO THE LENDERS ITS AUDITED
CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME, STOCKHOLDERS EQUITY AND
CASH FLOWS AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006, REPORTED ON BY
ERNST & YOUNG LLP, INDEPENDENT PUBLIC ACCOUNTANTS.
SUCH FINANCIAL STATEMENTS
PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION AND RESULTS OF
OPERATIONS AND CASH FLOWS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS
OF SUCH DATES AND FOR SUCH PERIODS IN ACCORDANCE WITH GAAP.
EXCEPT AS REFERRED
TO OR REFLECTED OR PROVIDED IN SUCH BALANCE SHEETS (OR THE RELATED FOOTNOTES) AS
AT DECEMBER 31, 2006, IN THE BORROWER'S REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2006, NONE OF THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS ON
THE EFFECTIVE DATE ANY MATERIAL CONTINGENT LIABILITIES, LIABILITIES FOR TAXES,
UNUSUAL FORWARD OR LONG-TERM COMMITMENTS OR UNREALIZED OR ANTICIPATED LOSSES
FROM ANY UNFAVORABLE COMMITMENTS THAT ARE REQUIRED TO BE DISCLOSED BY GAAP OR IN
SUCH REPORTS ON FORM 10-K.
(B)
SINCE DECEMBER 31, 2006, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE
IN THE BUSINESS, ASSETS, OPERATIONS, PROSPECTS OR CONDITION, FINANCIAL OR
OTHERWISE, OF THE BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
SECTION 3.05.
PROPERTIES.
(A)
EACH OF THE BORROWER AND ITS SUBSIDIARIES HAS GOOD TITLE TO, OR
VALID LEASEHOLD INTERESTS IN, ALL ITS REAL AND PERSONAL PROPERTY MATERIAL TO ITS
BUSINESS, EXCEPT FOR MINOR DEFECTS IN TITLE THAT DO NOT INTERFERE WITH ITS
ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED OR TO UTILIZE SUCH
PROPERTIES FOR THEIR INTENDED PURPOSES.
(B)
EACH OF THE BORROWER AND ITS SUBSIDIARIES OWNS, OR IS LICENSED TO
USE, ALL TRADEMARKS, TRADE NAMES, COPYRIGHTS, PATENTS AND OTHER INTELLECTUAL
PROPERTY MATERIAL TO ITS BUSINESS, AND THE USE THEREOF BY THE BORROWER AND ITS
SUBSIDIARIES DOES NOT INFRINGE UPON THE RIGHTS OF ANY OTHER PERSON, EXCEPT FOR
ANY SUCH INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.06.
LITIGATION AND ENVIRONMENTAL MATTERS.
(A)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS BY OR BEFORE ANY
ARBITRATOR OR GOVERNMENTAL AUTHORITY PENDING AGAINST OR, TO THE KNOWLEDGE OF THE
BORROWER, THREATENED AGAINST OR AFFECTING THE