IN 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 BORROWERS'
KNOWLEDGE, AS OF THE CLOSING DATE NO LIABILITIES OR OBLIGATIONS WITH RESPECT TO
ANY BORROWER OR ANY OF 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 BORROWERS.
(D)
INDEBTEDNESS.
SCHEDULE 6.5(D) SETS FORTH A TRUE AND COMPLETE LIST
OF (I) ALL INDEBTEDNESS OF EACH BORROWER, EACH OF THEIR RESTRICTED SUBSIDIARIES,
HSCHC AND HSCC (OTHER THAN TERM B LOANS, INTERCOMPANY INDEBTEDNESS OR LOANS
HEREUNDER) 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 IN
CONTEMPLATION OF, THE TRANSACTIONS CONTEMPLATED HEREBY.
BORROWERS HAVE
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 THE BORROWERS ATTACHED
HERETO AS SCHEDULE 6.5(E) (THE "PRO FORMA BALANCE SHEET") PRESENTS FAIRLY THE
FINANCIAL CONDITION OF THE BORROWERS AT THE DATE OF SUCH BALANCE SHEET AND
PRESENTS A GOOD FAITH ESTIMATE OF THE PRO FORMA FINANCIAL CONDITION OF THE
BORROWERS AND THEIR SUBSIDIARIES ON A CONSOLIDATED BASIS (AFTER GIVING EFFECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY) AT JUNE 30, 2004.
THE PRO FORMA BALANCE
SHEET
80
HAS BEEN PREPARED USING FINANCIAL STATEMENTS OF THE BORROWERS AND THEIR
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 BORROWERS, AND THERE ARE NO STATEMENTS OR CONCLUSIONS IN