COMPUTING THE AMOUNT OF CONTINGENT OR
UNLIQUIDATED LIABILITIES AT ANY TIME, SUCH LIABILITIES WILL BE COMPUTED AT THE
AMOUNT WHICH, IN LIGHT OF ALL THE FACTS AND CIRCUMSTANCES EXISTING AT SUCH TIME,
REPRESENTS THE AMOUNT THAT CAN REASONABLY BE EXPECTED TO BECOME AN ACTUAL OR
MATURED LIABILITY.
(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(D) THERE WERE, TO THE BEST OF BORROWER'S
KNOWLEDGE, AS OF THE CLOSING DATE NO LIABILITIES OR OBLIGATIONS WITH RESPECT TO
BORROWER AND ITS RESTRICTED 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 BORROWER.
(D)
INDEBTEDNESS.
SCHEDULE 6.5(D) SETS FORTH A TRUE AND COMPLETE LIST
OF (I) ALL INDEBTEDNESS OF BORROWER, HSCHC AND HSCC AND ITS RESTRICTED
SUBSIDIARIES (OTHER THAN LOANS, INTERCOMPANY INDEBTEDNESS OR REVOLVING LOANS)
THAT IS OUTSTANDING AS OF THE CLOSING DATE, TO THE EXTENT THAT, IN EACH CASE,
SUCH INDEBTEDNESS IS IN EXCESS OF $1,000,000 (THE "EXISTING OBLIGATIONS"), IN
AGGREGATE PRINCIPAL AMOUNT THEREOF AS OF A DATE NOT MORE THAN THREE BUSINESS
DAYS PRIOR TO THE CLOSING DATE (AND THE AGGREGATE AMOUNT OF ANY UNDRAWN
COMMITMENTS WITH RESPECT THERETO AS OF THE DATE SPECIFIED THEREIN), AND (II)
INTEREST RATE AGREEMENTS, THE NOTIONAL AMOUNT THEREOF AND THE NAME OF THE
RESPECTIVE OBLIGOR AND ANY OTHER ENTITY WHICH DIRECTLY OR INDIRECTLY GUARANTEED
SUCH DEBT.
NO EXISTING OBLIGATION HAS BEEN INCURRED IN CONNECTION WITH, OR
56
IN CONTEMPLATION OF, THE TRANSACTIONS CONTEMPLATED HEREBY.
BORROWER HAS
DELIVERED OR CAUSED TO BE DELIVERED TO ADMINISTRATIVE AGENT A TRUE AND COMPLETE
COPY OF THE FORM OF EACH INSTRUMENT EVIDENCING INDEBTEDNESS FOR MONEY BORROWED
LISTED ON SCHEDULE 6.5(D) AND OF EACH INSTRUMENT PURSUANT TO WHICH SUCH
INDEBTEDNESS FOR MONEY BORROWED WAS ISSUED.
(E)
PRO FORMA.
THE PRO FORMA BALANCE SHEET OF BORROWER ATTACHED
HERETO AS SCHEDULE 6.5(E) (THE "PRO FORMA BALANCE SHEET") PRESENTS FAIRLY THE
FINANCIAL CONDITION OF BORROWER AT THE DATE OF SUCH BALANCE SHEET AND PRESENTS A
GOOD FAITH ESTIMATE OF THE PRO FORMA FINANCIAL CONDITION OF BORROWER AND ITS
SUBSIDIARIES ON A CONSOLIDATED BASIS (AFTER GIVING EFFECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY) AT JUNE 30, 2004.
THE PRO FORMA BALANCE SHEET HAS BEEN
PREPARED USING FINANCIAL STATEMENTS OF BORROWER AND ITS SUBSIDIARIES WHICH WERE
PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED (EXCEPT AS MAY BE
INDICATED IN THE NOTES THERETO) SUBJECT TO NORMAL YEAR-END ADJUSTMENTS.
(F)
PROJECTIONS.
ON AND AS OF THE CLOSING DATE, THE FINANCIAL
PROJECTIONS, ATTACHED HERETO AS SCHEDULE 6.5(F) AND PREVIOUSLY DELIVERED TO
ADMINISTRATIVE AGENT AND THE LENDERS (THE "PROJECTIONS") AND EACH OF THE
PROJECTIONS DELIVERED AFTER THE CLOSING DATE PURSUANT TO SECTION 7.2(F) ARE OR
WILL BE, AT THE TIME MADE, BASED ON GOOD FAITH ESTIMATES AND ASSUMPTIONS MADE BY
THE MANAGEMENT OF BORROWER, AND THERE ARE NO STATEMENTS OR CONCLUSIONS IN ANY OF
THE PROJECTIONS WHICH, AT THE TIME MADE, ARE BASED UPON