FLOW PROJECTIONS OF BORROWERS ON A
CONSOLIDATED BASIS AND THEIR PROJECTED BALANCE SHEETS AS OF THE CLOSING DATE,
COPIES OF WHICH ARE ANNEXED HERETO AS EXHIBIT 5.5(B) (THE "PROJECTIONS") WERE
PREPARED BY THE CHIEF FINANCIAL OFFICER OF HOLDINGS, ARE BASED ON UNDERLYING
ASSUMPTIONS WHICH PROVIDE A REASONABLE BASIS FOR THE PROJECTIONS CONTAINED
THEREIN AND REFLECT BORROWERS' JUDGMENT BASED ON PRESENT CIRCUMSTANCES OF THE
MOST LIKELY SET OF CONDITIONS AND COURSE OF ACTION FOR THE PROJECTED PERIOD.
THE PROJECTIONS TOGETHER WITH THE PRO FORMA BALANCE SHEET, ARE REFERRED TO AS
THE "PRO FORMA FINANCIAL STATEMENTS".
(C)
THE CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS OF BORROWERS,
THEIR SUBSIDIARIES AND SUCH OTHER PERSONS DESCRIBED THEREIN (INCLUDING THE
ACCOUNTS OF ALL SUBSIDIARIES FOR THE RESPECTIVE PERIODS DURING WHICH A
SUBSIDIARY RELATIONSHIP EXISTED) AS OF DECEMBER 31, 2009, AND THE RELATED
STATEMENTS OF INCOME, CHANGES IN STOCKHOLDER'S EQUITY, AND CHANGES IN CASH FLOW
FOR THE PERIOD ENDED ON SUCH DATE, ALL ACCOMPANIED BY REPORTS THEREON CONTAINING
OPINIONS WITHOUT QUALIFICATION BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
COPIES OF WHICH HAVE BEEN DELIVERED TO AGENT, HAVE BEEN PREPARED IN ACCORDANCE
WITH GAAP, CONSISTENTLY APPLIED (EXCEPT FOR CHANGES IN APPLICATION IN WHICH SUCH
ACCOUNTANTS CONCUR) AND PRESENT FAIRLY THE FINANCIAL POSITION OF BORROWERS AND
THEIR SUBSIDIARIES AT SUCH DATE AND THE RESULTS OF THEIR OPERATIONS FOR SUCH
PERIOD.
SINCE DECEMBER 31, 2009 THERE HAS BEEN NO CHANGE IN THE CONDITION,
FINANCIAL OR OTHERWISE, OF BORROWERS OR THEIR SUBSIDIARIES AS SHOWN ON THE
CONSOLIDATED BALANCE SHEET AS OF SUCH DATE AND NO CHANGE IN THE AGGREGATE VALUE
OF MACHINERY, EQUIPMENT AND REAL PROPERTY OWNED BY BORROWERS AND THEIR
SUBSIDIARIES, EXCEPT CHANGES IN THE ORDINARY COURSE OF BUSINESS, NONE OF WHICH
INDIVIDUALLY OR IN THE AGGREGATE HAS HAD A MATERIAL ADVERSE EFFECT.
5.6.
ENTITY NAMES.
EXCEPT AS SET FORTH ON SCHEDULE 5.6, NO BORROWER
HAS BEEN KNOWN BY ANY OTHER CORPORATE NAME IN THE PAST FIVE (5) YEARS AND DOES
NOT SELL INVENTORY UNDER ANY OTHER NAME, NOR HAS ANY BORROWER BEEN THE SURVIVING
CORPORATION OR COMPANY OF A MERGER OR CONSOLIDATION OR ACQUIRED ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF ANY PERSON DURING THE PRECEDING FIVE
(5) YEARS.
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5.7.
O.S.H.A. AND ENVIRONMENTAL COMPLIANCE.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 5.7, EACH BORROWER HAS DULY
COMPLIED WITH, AND ITS FACILITIES, BUSINESS, ASSETS, PROPERTY, LEASEHOLDS, REAL
PROPERTY AND EQUIPMENT ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, THE
PROVISIONS OF THE FEDERAL OCCUPATIONAL SAFETY AND HEALTH ACT AND APPLICABLE
ENVIRONMENTAL LAWS; AND THERE HAVE BEEN NO OUTSTANDING CITATIONS, NOTICES OR
ORDERS OF NON-COMPLIANCE ISSUED TO ANY BORROWER OR RELATING TO ITS BUSINESS,
ASSETS, PROPERTY, LEASEHOLDS OR EQUIPMENT UNDER ANY SUCH LAWS, RULES OR
REGULATIONS.
(B)
EACH BORROWER HAS BEEN ISSUED ALL REQUIRED FEDERAL, STATE AND
LOCAL LICENSES, CERTIFICATES OR PERMITS RELATING TO ALL MATERIAL ENVIRONMENTAL
LAWS.
(C)
OTHER THAN AS DESCRIBED ON SCHEDULE 5.7, (I) THERE HAS NOT BEEN
ANY HAZARDOUS DISCHARGE ON THE REAL PROPERTY OWNED OR LEASED BY ANY BORROWER;
(II) THERE ARE NO UNDERGROUND STORAGE TANKS