BASED UPON
ESTIMATES) THROUGHOUT THE PERIODS INVOLVED AND PRESENT FAIRLY IN ALL MATERIAL
RESPECTS THE MATTERS REFLECTED THEREIN SUBJECT, IN THE CASE OF UNAUDITED
STATEMENTS, TO CHANGES RESULTING FROM NORMAL YEAR-END AUDIT ADJUSTMENTS AND
EXCEPT AS TO THE ABSENCE OF FOOTNOTES.
OTHER THAN THE REPURCHASE OBLIGATIONS
DESCRIBED IN SECTION 6.2.2(H), NEITHER ANY BORROWER NOR ITS SUBSIDIARIES, HAS
MATERIAL CONTINGENT LIABILITIES OR MATERIAL LIABILITIES FOR TAXES, LONG-TERM
LEASES OR UNUSUAL FORWARD OR LONG-TERM COMMITMENTS.
44
(B)
GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE MAKING OF LOANS,
THE ISSUANCE OF LETTERS OF CREDIT AND THE CONSUMMATION OF THE ACQUISITION), EACH
OF THE LOAN PARTIES IS SOLVENT.
(C)
[INTENTIONALLY NOT USED].
(D)
NONE OF THE TRANSACTIONS WITH RESPECT TO THE LOAN DOCUMENTS ARE
BEING ENTERED INTO WITH THE INTENT TO DELAY, HINDER OR DEFRAUD ANY OF THE
CREDITORS OF ANY BORROWER OR ANY OF THE BORROWERS' SUBSIDIARIES.
SECTION 5.5
MATERIAL ADVERSE CHANGE.
SINCE MARCH 31, 2005, THERE HAS
BEEN NO CONDITION PRECEDENT MATERIAL ADVERSE CHANGE.
SECTION 5.6
ABSENCE OF DEFAULT.
NEITHER ANY BORROWER NOR ITS
SUBSIDIARIES IS IN DEFAULT IN THE PAYMENT OF (OR IN THE PERFORMANCE OF ANY
OBLIGATION APPLICABLE TO) ANY INDEBTEDNESS, OR IS IN DEFAULT UNDER ANY
REGULATION OF ANY GOVERNMENTAL AGENCY OR COURT DECREE OR ORDER, OR, EXCEPT AS
DESCRIBED IN SCHEDULE 5.6, IS IN DEFAULT UNDER ANY REQUIREMENTS OF LAW.
SECTION 5.7
LITIGATION, LEGISLATION, ETC.
EXCEPT AS SET FORTH ON
SCHEDULE 5.7, THERE IS NO PENDING OR, TO THE KNOWLEDGE OF THE BORROWERS,
THREATENED LITIGATION, ARBITRATION OR GOVERNMENTAL INVESTIGATION, PROCEEDING OR
INQUIRY WHICH, IF ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE CHANGE.
TO THE KNOWLEDGE OF THE BORROWERS, THERE IS NO
LEGISLATION, GOVERNMENTAL REGULATION OR JUDICIAL DECISION THAT COULD REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
SECTION 5.8
REGULATIONS T, U AND X.
NO LOAN PARTY IS ENGAGED
PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING
CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK (AS DEFINED IN
F.R.S. BOARD REGULATION U), AND NO ASSETS OF ANY LOAN PARTY CONSIST OF MARGIN
STOCK.
THE LOANS HEREUNDER WILL NOT BE USED FOR A PURPOSE WHICH VIOLATES, OR
WOULD BE INCONSISTENT WITH, F.R.S. BOARD REGULATION T, U OR X.
SECTION 5.9
GOVERNMENT REGULATION.
NO LOAN PARTY IS AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT HOLDING COMPANY ACT OF 1940, AS
AMENDED, OR A "HOLDING COMPANY," OR A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY," OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR OF A "SUBSIDIARY COMPANY"
OF A "HOLDING COMPANY," WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935, AS AMENDED, OR SUBJECT TO REGULATION UNDER THE FEDERAL POWER ACT,
THE INTERSTATE COMMERCE ACT OR ANY OTHER FEDERAL OR STATE LAW LIMITING ITS
ABILITY TO INCUR INDEBTEDNESS OR TO EXECUTE, DELIVER OR PERFORM THE LOAN
DOCUMENTS TO WHICH IT IS PARTY.
SECTION 5.10
TAXES.
NEITHER ANY BORROWER NOR ITS SUBSIDIARIES