UNQUALIFIED OPINION IN RESPECT
THERETO.
B.
SOLVENCY.
ON AND AS OF THE EFFECTIVE
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