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
59
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 IT IS UNDERSTOOD
AND AGREED THAT ACTUAL RESULTS OF THE BORROWER AND ITS SUBSIDIARIES MAY DIFFER
FROM THE RESULTS PROJECTED IN SUCH PROJECTIONS AND THAT SUCH DIFFERENCES MAY BE
MATERIAL.
4.9
NO MATERIAL ADVERSE CHANGE.
SINCE JANUARY
31, 2007, NO EVENT, CIRCUMSTANCE OR CHANGE HAS OCCURRED THAT HAS CAUSED OR
EVIDENCES, OR COULD REASONABLY BE EXPECTED TO RESULT IN, EITHER IN ANY CASE OR
IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
4.10
INSURANCE.
ALL POLICIES OF INSURANCE OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES, INCLUDING POLICIES OF LIFE, FIRE, THEFT,
PRODUCT LIABILITY, PUBLIC LIABILITY, PROPERTY DAMAGE, OTHER CASUALTY, EMPLOYEE
FIDELITY, WORKERS' COMPENSATION AND EMPLOYEE HEALTH AND WELFARE INSURANCE, ARE
IN FULL FORCE AND EFFECT AND ARE OF A NATURE AND PROVIDE SUCH COVERAGE AS IS
SUFFICIENT AND AS IS CUSTOMARILY CARRIED BY BUSINESSES OF THE SIZE AND CHARACTER
OF SUCH PERSON.
4.11
COMPLIANCE WITH LAWS; ADVERSE PROCEEDINGS, ETC.
THERE ARE NO ADVERSE PROCEEDINGS, INDIVIDUALLY OR IN THE AGGREGATE, THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER THE BORROWER
NOR ANY OF ITS SUBSIDIARIES (A) IS IN VIOLATION OF ANY APPLICABLE LAWS,
STATUTES, REGULATIONS OR ORDERS (INCLUDING ENVIRONMENTAL LAWS), OR ANY
APPLICABLE RESTRICTIONS IMPOSED BY ANY GOVERNMENTAL AUTHORITY GOVERNING THE
CONDUCT OF BUSINESS OR OWNERSHIP OF PROPERTY BY THE BORROWER