DATE, AFTER GIVING EFFECT TO
THIS AGREEMENT AND TO ALL INDEBTEDNESS (INCLUDING THE LOANS) BEING INCURRED, AND
TO BE INCURRED (AND THE USE OF PROCEEDS THEREOF), AND LIENS CREATED, AND TO BE
CREATED, BY THE BORROWER AND ITS SUBSIDIARIES IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, THE BORROWER AND EACH OF ITS MATERIAL
SUBSIDIARIES ARE SOLVENT.
(C)
NO UNDISCLOSED LIABILITIES.
EXCEPT AS FULLY REFLECTED IN THE
FINANCIAL STATEMENTS AND THE NOTES RELATED THERETO DELIVERED PURSUANT TO SECTION
6.5(A) AND SET FORTH ON SCHEDULE 6.5(C) THERE WERE, TO THE BEST OF BORROWER'S
KNOWLEDGE, AS OF THE EFFECTIVE DATE NO LIABILITIES OR OBLIGATIONS OTHER THAN IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES (WITH RESPECT TO
THE BORROWER AND ITS SUBSIDIARIES OF ANY NATURE WHATSOEVER (WHETHER ABSOLUTE,
ACCRUED, CONTINGENT OR OTHERWISE AND WHETHER OR NOT DUE) WHICH, EITHER
INDIVIDUALLY OR IN AGGREGATE, WOULD BE MATERIAL TO THE BORROWER AND ITS
SUBSIDIARIES, TAKEN AS A WHOLE.
AS OF THE EFFECTIVE DATE, THE BORROWER DOES NOT
KNOW OF ANY BASIS FOR THE ASSERTION AGAINST THE BORROWER OR ANY OF ITS
SUBSIDIARIES OF ANY SUCH LIABILITY OR OBLIGATION OF ANY NATURE WHATSOEVER THAT
IS NOT FULLY REFLECTED IN THE FINANCIAL STATEMENTS OR THE NOTES RELATED THERETO
DELIVERED PURSUANT TO SECTION 6.5(A) OR SET FORTH ON SCHEDULE 6.5(C) WHICH,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD BE MATERIAL TO THE BORROWER AND
ITS SUBSIDIARIES, TAKEN AS A WHOLE.
(D)
INDEBTEDNESS.
SCHEDULE 8.2(B)(II) SETS FORTH A TRUE AND COMPLETE
LIST OF ALL INDEBTEDNESS (OTHER THAN THE LOANS, THE LETTERS OF CREDIT AND THE
PUBLIC NOTES OF THE BORROWER AND ITS SUBSIDIARIES) AS OF THE EFFECTIVE DATE, TO
THE EXTENT THAT, IN EACH CASE, SUCH INDEBTEDNESS IS IN EXCESS OF $5,000,000
(PROVIDED, THAT THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS NOT SO LISTED
DOES NOT EXCEED THE DOLLAR EQUIVALENT (AS DETERMINED ON THE EFFECTIVE DATE) OF
$20,000,000), IN EACH CASE SHOWING THE AGGREGATE PRINCIPAL AMOUNT THEREOF (AND
THE AGGREGATE AMOUNT OF ANY UNDRAWN COMMITMENTS WITH RESPECT THERETO) AND THE
NAME OF THE RESPECTIVE OBLIGOR AND ANY OTHER ENTITY WHICH DIRECTLY OR INDIRECTLY
GUARANTEED SUCH DEBT.
THE BORROWER HAS DELIVERED OR CAUSED TO BE DELIVERED TO
THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF THE FORM OF EACH INSTRUMENT
EVIDENCING INDEBTEDNESS FOR MONEY BORROWED LISTED ON SCHEDULE 8.2(B)(II) AND OF
EACH INSTRUMENT PURSUANT TO WHICH SUCH INDEBTEDNESS FOR MONEY BORROWED WAS
ISSUED, IN EACH CASE, OTHER THAN INDEBTEDNESS OF THE TYPE DESCRIBED IN SECTION
8.2(B)(XIII).
(E)
PROJECTIONS/BUDGETS.
ON AND AS OF THE EFFECTIVE DATE, THE
FINANCIAL PROJECTIONS, ATTACHED HERETO AS SCHEDULE 6.5(E) AND EACH OF THE
BUDGETS DELIVERED AFTER THE EFFECTIVE DATE PURSUANT TO SECTION 7.2(E)
(COLLECTIVELY, THE "PROJECTIONS") ARE, OR WILL BE AT THE TIME MADE, BASED ON
GOOD FAITH ESTIMATES AND ASSUMPTIONS MADE BY THE MANAGEMENT OF THE BORROWER, AND
THERE ARE NO STATEMENTS OR CONCLUSIONS IN ANY OF THE PROJECTIONS WHICH, AT THE
TIME MADE, ARE BASED UPON OR INCLUDE INFORMATION KNOWN TO THE BORROWER TO BE
MISLEADING IN ANY MATERIAL RESPECT OR WHICH