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.
(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.
THE HISTORICAL
FINANCIAL STATEMENTS 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 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
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ITS SUBSIDIARIES FOR THE 12-MONTH PERIOD ENDING ON SUCH DATE (TOGETHER WITH THE
PRO FORMA BALANCE SHEET, THE "PRO FORMA FINANCIAL STATEMENTS"), COPIES OF WHICH
HAVE HERETOFORE BEEN FURNISHED TO THE ADMINISTRATIVE AGENT, HAVE BEEN PREPARED
BASED ON (X) THE HISTORICAL FINANCIAL STATEMENTS AND (Y) THE UNAUDITED
HISTORICAL CONSOLIDATED FINANCIAL INFORMATION DESCRIBED IN CLAUSE (A) OF THIS
SECTION 8.9 AND HAVE BEEN PREPARED IN GOOD FAITH, BASED ON ASSUMPTIONS BELIEVED
BY THE BORROWER TO BE REASONABLE AS OF THE DATE OF DELIVERY THEREOF, AND PRESENT
FAIRLY IN ALL MATERIAL RESPECTS ON A PRO FORMA BASIS THE ESTIMATED FINANCIAL
POSITION OF THE BORROWER AND ITS SUBSIDIARIES AS AT JUNE 30, 2007 AND THEIR
ESTIMATED RESULTS OF OPERATIONS FOR THE PERIOD COVERED THEREBY. THE FINANCIAL
STATEMENTS REFERRED TO IN THIS SECTION 8.9 HAVE BEEN PREPARED IN ACCORDANCE WITH
GAAP CONSISTENTLY APPLIED EXCEPT TO THE EXTENT PROVIDED IN THE NOTES TO SAID
FINANCIAL STATEMENTS. AFTER THE CLOSING DATE, THERE HAS BEEN NO MATERIAL ADVERSE
EFFECT.
8.10.
TAX MATTERS.
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, (A) EACH OF THE BORROWER AND THE SUBSIDIARIES HAS FILED
ALL FEDERAL INCOME TAX RETURNS AND ALL OTHER TAX RETURNS, DOMESTIC AND FOREIGN,
REQUIRED TO BE FILED BY IT AND HAS TIMELY PAID ALL TAXES PAYABLE BY IT (WHETHER
OR NOT SHOWN ON A TAX RETURN) THAT HAVE BECOME DUE, (B) THE BORROWER AND EACH OF
THE SUBSIDIARIES HAVE PAID, OR HAVE PROVIDED ADEQUATE RESERVES (IN THE GOOD
FAITH JUDGMENT