FINANCIAL
CONDITION AS AT SUCH DATE, AND THE CONSOLIDATED RESULTS OF OPERATIONS AND
CONSOLIDATED CASH FLOWS FOR THE NINE-MONTH PERIOD THEN ENDED, OF HOLDING AND ITS
CONSOLIDATED SUBSIDIARIES AND OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES,
AS APPLICABLE (SUBJECT TO THE OMISSION OF NOTES AND TO NORMAL YEAR-END AUDIT AND
OTHER ADJUSTMENTS). ALL SUCH FINANCIAL STATEMENTS, INCLUDING THE RELATED
SCHEDULES AND NOTES THERETO, HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED THROUGHOUT THE PERIODS COVERED THEREBY (EXCEPT AS APPROVED
BY A RESPONSIBLE OFFICER OF THE BORROWER OR HOLDING, AS APPLICABLE, AND
DISCLOSED IN ANY SUCH SCHEDULES AND NOTES, AND SUBJECT TO THE OMISSION OF NOTES
FROM SUCH UNAUDITED FINANCIAL STATEMENTS). EXCEPT AS HAS BEEN DISCLOSED IN
WRITING TO THE LENDERS ON OR PRIOR TO THE CLOSING DATE, DURING THE PERIOD FROM
DECEMBER 31, 2006 TO AND INCLUDING THE CLOSING DATE, THERE HAS BEEN NO SALE,
TRANSFER OR OTHER DISPOSITION BY HOLDING OR ITS SUBSIDIARIES OF ANY MATERIAL
PART OF THE BUSINESS OR PROPERTY OF HOLDING AND ITS CONSOLIDATED SUBSIDIARIES,
TAKEN AS A WHOLE, OR OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES, TAKEN AS
A WHOLE, AND NO PURCHASE OR OTHER ACQUISITION BY ANY OF THEM OF ANY BUSINESS OR
PROPERTY (INCLUDING ANY CAPITAL STOCK OF ANY OTHER PERSON) MATERIAL IN RELATION
TO THE CONSOLIDATED FINANCIAL CONDITION OF HOLDING AND ITS CONSOLIDATED
SUBSIDIARIES, TAKEN AS A WHOLE, OR OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES, TAKEN AS A WHOLE, IN EACH CASE, WHICH IS NOT REFLECTED IN THE
FOREGOING FINANCIAL STATEMENTS OR IN THE NOTES THERETO.
(B)
THE PRO FORMA BALANCE SHEET OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES (THE "PRO FORMA BALANCE SHEET"), A COPY OF WHICH HAS HERETOFORE
BEEN FURNISHED TO EACH LENDER, IS THE BALANCE SHEET OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES AS OF SEPTEMBER 30, 2007, ADJUSTED TO GIVE EFFECT (AS
IF SUCH EVENTS HAD OCCURRED ON SUCH DATE) TO (I) THE MAKING OF THE EXTENSIONS OF
CREDIT TO BE MADE ON THE CLOSING DATE AND THE APPLICATION OF THE PROCEEDS
THEREOF AS CONTEMPLATED HEREBY, AND (II) THE PAYMENT/CREDIT OF ACTUAL OR
ESTIMATED FEES,
50
EXPENSES, FINANCING COSTS AND TAX PAYMENTS/CREDITS RELATED TO THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY. THE PRO FORMA BALANCE SHEET WAS PREPARED IN
ACCORDANCE WITH ARTICLE 11 (PRO FORMA FINANCIAL INFORMATION) OF REGULATION S-X
UNDER THE SECURITIES ACT.
5.2.
NO CHANGE.
SINCE DECEMBER 31, 2006, EXCEPT AS AND TO THE EXTENT
DISCLOSED ON SCHEDULE 5.2, (A) THERE HAS BEEN NO DEVELOPMENT OR EVENT RELATING
TO OR AFFECTING ANY LOAN PARTY WHICH HAS HAD OR WOULD BE REASONABLY EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT (AFTER GIVING EFFECT TO THE TRANSACTIONS
DESCRIBED IN CLAUSES (I) AND (II) OF SUBSECTION 5.1(B)), OTHER THAN (I) CHANGES
EFFECTED BY THE REORGANIZATION PLAN, (II) ANY EVENTS LEADING UP TO THE FILING OF
THE CASES DISCLOSED IN THE BORROWER'S PUBLIC FILINGS MADE PRIOR TO THE DATE
HEREOF, AND (III) THOSE EVENTS WHICH CUSTOMARILY OCCUR FOLLOWING THE
COMMENCEMENT OF A
PROCEEDING UNDER CHAPTER 11 OF THE BANKRUPTCY