NOT REQUIRE ANY CONSENT OR
APPROVAL OF, REGISTRATION OR FILING WITH, OR OTHER ACTION BY, ANY GOVERNMENTAL
AUTHORITY, EXCEPT FOR (I) SUCH AS HAVE BEEN OBTAINED OR MADE AND ARE IN FULL
FORCE AND EFFECT, (II) FILINGS AND RECORDINGS IN RESPECT OF THE LIENS CREATED
PURSUANT TO THE SECURITY DOCUMENTS AND (III) SUCH LICENSES, APPROVALS,
AUTHORIZATIONS OR CONSENTS THE FAILURE OF WHICH TO OBTAIN OR MAKE COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
8.7.
INVESTMENT COMPANY ACT. THE BORROWER IS NOT AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
8.8.
TRUE AND COMPLETE DISCLOSURE.
(A)
NONE OF THE WRITTEN FACTUAL INFORMATION AND WRITTEN DATA (TAKEN AS
A WHOLE) HERETOFORE OR CONTEMPORANEOUSLY FURNISHED BY OR ON BEHALF OF THE
BORROWER, ANY OF THE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AUTHORIZED
REPRESENTATIVES TO THE ADMINISTRATIVE AGENT, ANY JOINT LEAD ARRANGER, AND/OR ANY
LENDER ON OR BEFORE THE CLOSING DATE (INCLUDING ALL SUCH INFORMATION AND DATA
CONTAINED IN (I) THE CONFIDENTIAL INFORMATION MEMORANDUM (AS UPDATED PRIOR TO
THE CLOSING DATE AND INCLUDING ALL INFORMATION INCORPORATED BY REFERENCE
THEREIN) AND (II) THE CREDIT DOCUMENTS) FOR PURPOSES OF OR IN CONNECTION WITH
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN CONTAINED ANY UNTRUE
STATEMENT OF ANY MATERIAL FACT OR OMITTED TO STATE ANY MATERIAL FACT NECESSARY
TO MAKE SUCH INFORMATION AND DATA (TAKEN AS A WHOLE) NOT MISLEADING AT SUCH TIME
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH INFORMATION OR DATA WAS
FURNISHED, IT BEING UNDERSTOOD AND AGREED THAT FOR PURPOSES OF THIS SECTION
8.8(A), SUCH FACTUAL INFORMATION AND DATA SHALL NOT INCLUDE PRO FORMA FINANCIAL
INFORMATION, PROJECTIONS OR ESTIMATES (INCLUDING FINANCIAL ESTIMATES, FORECASTS
AND OTHER FORWARD-LOOKING INFORMATION) AND INFORMATION OF A GENERAL ECONOMIC OR
GENERAL INDUSTRY NATURE.
88
(B)
THE PROJECTIONS (INCLUDING FINANCIAL ESTIMATES, FORECASTS AND
OTHER FORWARD-LOOKING INFORMATION) CONTAINED IN THE INFORMATION AND DATA
REFERRED TO IN PARAGRAPH (A) ABOVE WERE BASED ON GOOD FAITH ESTIMATES AND
ASSUMPTIONS BELIEVED BY SUCH PERSONS TO BE REASONABLE AT THE TIME MADE, IT BEING
RECOGNIZED BY THE LENDERS THAT SUCH PROJECTIONS AS TO FUTURE EVENTS ARE NOT TO
BE VIEWED AS FACTS AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED
BY ANY SUCH PROJECTIONS MAY DIFFER FROM THE PROJECTED RESULTS.
8.9.
FINANCIAL CONDITION; FINANCIAL STATEMENTS. (A) THE UNAUDITED
HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF THE BORROWER AS SET FORTH IN
THE CONFIDENTIAL INFORMATION MEMORANDUM, AND (B) THE HISTORICAL FINANCIAL
STATEMENTS, IN EACH CASE PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL POSITION OF THE BORROWER AT THE RESPECTIVE DATES OF SAID
INFORMATION, STATEMENTS AND RESULTS OF OPERATIONS FOR THE RESPECTIVE PERIODS
COVERED THEREBY. THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS SUBSIDIARIES AS AT JUNE 30, 2007 (INCLUDING THE NOTES THERETO)
(THE "PRO FORMA BALANCE SHEET") AND THE UNAUDITED PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES FOR THE 12-MONTH
PERIOD ENDING ON SUCH DATE (TOGETHER WITH THE PRO FORMA BALANCE SHEET, THE "PRO