ANY
OF THE PROJECTIONS WHICH, AT THE TIME MADE, ARE BASED UPON OR INCLUDE
INFORMATION KNOWN TO BORROWERS TO BE MISLEADING OR WHICH FAIL TO TAKE INTO
ACCOUNT MATERIAL INFORMATION REGARDING THE MATTERS REPORTED THEREIN.
ON THE
CLOSING DATE, BORROWERS BELIEVE THAT THE PROJECTIONS ARE REASONABLE AND
ATTAINABLE, IT BEING UNDERSTOOD THAT UNCERTAINTY IS INHERENT IN ANY FORECASTS OR
PROJECTIONS AND THAT NO ASSURANCE CAN BE GIVEN THAT THE RESULTS SET FORTH IN THE
PROJECTIONS WILL ACTUALLY BE OBTAINED.
(G)
NO MATERIAL ADVERSE CHANGE.
AS OF THE CLOSING DATE AND AT ANY
TIME THEREAFTER, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS,
CONDITION (FINANCIAL OR OTHERWISE), ASSETS, LIABILITIES OR OPERATIONS OF THE
BORROWERS AND THEIR RESTRICTED SUBSIDIARIES TAKEN AS A WHOLE SINCE DECEMBER 31,
2003 BASED ON THE FINANCIAL STATEMENTS DELIVERED PURSUANT TO SECTION 6.5(A)(I).
6.6
LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING
OR, TO THE BEST KNOWLEDGE OF BORROWERS, THREATENED IN WRITING AGAINST BORROWERS
OR ANY OF ITS SUBSIDIARIES (I) WITH RESPECT TO ANY LOAN DOCUMENT SEEKING TO
ENJOIN ANY BORROWER'S OR ANY SUBSIDIARY'S PERFORMANCE THEREOF OR (II) WHICH
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.7
TRUE AND COMPLETE DISCLOSURE.
ALL FACTUAL INFORMATION (TAKEN AS A
WHOLE) HERETOFORE OR CONTEMPORANEOUSLY FURNISHED BY OR ON BEHALF OF BORROWERS OR
ANY OF THEIR SUBSIDIARIES IN WRITING (INCLUDING ELECTRONICALLY) TO ANY LENDER
(OTHER THAN THE PROJECTIONS AS TO WHICH SECTION 6.5(F) APPLIES) FOR PURPOSES OF
OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN IS,
AND ALL OTHER SUCH FACTUAL INFORMATION (TAKEN AS A WHOLE) HEREAFTER FURNISHED BY
OR ON BEHALF OF BORROWERS OR ANY OF THEIR SUBSIDIARIES IN WRITING TO ANY LENDER
FOR PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREIN WILL BE, TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON THE
DATE AS OF WHICH SUCH INFORMATION IS DATED OR CERTIFIED AND NOT INCOMPLETE BY
OMITTING TO STATE ANY FACT NECESSARY TO MAKE SUCH INFORMATION (TAKEN AS A WHOLE)
NOT MISLEADING IN ANY MATERIAL RESPECT AT SUCH TIME IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH SUCH INFORMATION WAS PROVIDED.
6.8
MARGIN REGULATIONS.
NO PART OF THE PROCEEDS OF ANY LOAN HAS BEEN
OR WILL BE USED TO PURCHASE OR CARRY ANY MARGIN STOCK (AS DEFINED IN REGULATION
U OF THE BOARD), DIRECTLY OR INDIRECTLY, OR TO EXTEND CREDIT FOR THE PURPOSE OF
PURCHASING OR CARRYING ANY SUCH MARGIN STOCK FOR THE PURPOSE OF REDUCING OR
RETIRING ANY INDEBTEDNESS WHICH WAS ORIGINALLY INCURRED TO PURCHASE OR CARRY ANY
MARGIN SECURITY OR FOR ANY OTHER PURPOSE WHICH MIGHT CAUSE ANY OF THE LOANS OR
EXTENSIONS OF CREDIT UNDER THIS AGREEMENT TO BE CONSIDERED A "PURPOSE CREDIT"
WITHIN THE MEANING OF REGULATION T, U OR X OF THE BOARD.
81
6.9
TAX RETURNS AND PAYMENTS.
THE BORROWERS AND THEIR SUBSIDIARIES
HAVE TIMELY FILED OR CAUSED TO BE FILED ALL TAX RETURNS WHICH ARE REQUIRED TO BE
FILED, EXCEPT WHERE FAILURE TO FILE ANY SUCH RETURNS WOULD NOT