AND ARE BASED ON
GOOD FAITH ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENT OF THE COMPANY.
ON THE
CLOSING DATE, SUCH MANAGEMENT BELIEVES THAT SUCH PROJECTIONS ARE REASONABLE AND
ATTAINABLE, IT BEING RECOGNIZED BY THE LENDERS, HOWEVER, THAT PROJECTIONS AS TO
FUTURE EVENTS ARE NOT TO BE
60
VIEWED AS FACTS AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED BY
SUCH PROJECTIONS MAY DIFFER FROM THE PROJECTED RESULTS AND THAT SUCH DIFFERENCES
MAY BE MATERIAL.
(F)
NO UNDISCLOSED LIABILITIES.
EXCEPT AS FULLY REFLECTED IN THE
FINANCIAL STATEMENTS DESCRIBED IN SUBSECTION (A) AND (B) ABOVE AND IN THE SEC
FILINGS, AND THE INDEBTEDNESS INCURRED UNDER THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS, (I) THERE WERE AS OF THE CLOSING DATE (AND AFTER GIVING
EFFECT TO THE LOANS), NO LIABILITIES OR OBLIGATIONS (EXCLUDING CURRENT
OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS) WITH RESPECT TO ANY
GROUP COMPANY OF ANY NATURE WHATSOEVER (WHETHER ABSOLUTE, ACCRUED, CONTINGENT OR
OTHERWISE AND WHETHER OR NOT DUE AND INCLUDING OBLIGATIONS OR LIABILITIES FOR
TAXES, LONG-TERM LEASES AND UNUSUAL FORWARD OR OTHER LONG-TERM COMMITMENTS), AND
(II) NEITHER HOLDINGS NOR THE COMPANY KNOWS OF ANY BASIS FOR THE ASSERTION
AGAINST ANY GROUP COMPANY OF ANY SUCH LIABILITY OR OBLIGATION WHICH, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, ARE OR COULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT.
SECTION 5.06
LITIGATION.
EXCEPT AS SET FORTH IN SCHEDULE 5.06 HERETO, THERE
ARE NO ACTIONS, SUITS, INVESTIGATIONS OR LEGAL, EQUITABLE, ARBITRATION OR
ADMINISTRATIVE PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF ANY LOAN PARTY,
THREATENED AGAINST OR AFFECTING ANY GROUP COMPANY IN WHICH THERE IS A REASONABLE
POSSIBILITY OF AN ADVERSE DECISION THAT (I) INVOLVE ANY TERM LOAN DOCUMENT OR
ANY OF THE TRANSACTIONS OR (II) IF ADVERSELY DETERMINED, COULD REASONABLY BE
EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO RESULT IN A MATERIAL ADVERSE
EFFECT.
SECTION 5.07
NO DEFAULT.
NO GROUP COMPANY IS IN DEFAULT UNDER OR WITH RESPECT
TO ANY CONTRACTUAL OBLIGATION THAT COULD, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO DEFAULT
HAS OCCURRED AND IS CONTINUING OR WOULD RESULT FROM THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
SECTION 5.08
OWNERSHIP OF PROPERTY; LIENS.
EACH GROUP COMPANY HAS GOOD AND
MARKETABLE TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL ITS MATERIAL
PROPERTIES AND ASSETS, EXCEPT FOR MINOR DEFECTS IN TITLE THAT DO NOT INTERFERE
WITH ITS ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED. ALL SUCH
MATERIAL PROPERTIES AND ASSETS ARE FREE AND CLEAR OF LIENS OTHER THAN PERMITTED
LIENS.
EACH GROUP COMPANY HAS COMPLIED WITH ALL OBLIGATIONS UNDER ALL LEASES TO
WHICH IT IS A PARTY, OTHER THAN LEASES THAT, INDIVIDUALLY OR IN THE AGGREGATE,
ARE NOT MATERIAL TO THE GROUP COMPANIES, TAKEN AS A WHOLE, AND THE VIOLATION OF
WHICH WILL NOT RESULT IN A MATERIAL ADVERSE EFFECT, AND ALL SUCH LEASES ARE IN
FULL FORCE AND EFFECT, OTHER THAN LEASES THAT, INDIVIDUALLY OR IN THE AGGREGATE,
ARE NOT MATERIAL