THE YEAR
ENDED DECEMBER 31, 2006 (I) WERE PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED THROUGHOUT THE PERIODS COVERED THEREBY, EXCEPT AS OTHERWISE EXPRESSLY
NOTED THEREIN; (II) FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED
FINANCIAL CONDITION OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES, AS OF THE
DATES THEREOF AND RESULTS OF OPERATIONS FOR THE PERIODS COVERED THEREBY; AND
(III) EXCEPT AS SPECIFICALLY DISCLOSED THEREIN OR ON SCHEDULE 6.14(A), NEITHER
THE BORROWER NOR ITS RESTRICTED SUBSIDIARIES HAVE ANY MATERIAL INDEBTEDNESS OR
OTHER MATERIAL LIABILITIES DIRECT OR CONTINGENT, AS OF THE CLOSING DATE,
INCLUDING LIABILITIES FOR TAXES, MATERIAL COMMITMENTS OR CONTINGENT OBLIGATIONS.
(B)
THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE
SHEET OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES AS OF DECEMBER 31, 2006
(THE "PRO FORMA BALANCE SHEET"), COPIES OF WHICH HAVE HERETOFORE BEEN FURNISHED
TO EACH LENDER, HAS BEEN PREPARED GIVING EFFECT (AS IF SUCH EVENTS HAD OCCURRED
ON SUCH DATE OR THE BEGINNING OF SUCH PERIOD) TO (I)
THE EXTENSIONS OF CREDIT
TO BE MADE UNDER THIS AGREEMENT AND (II) THE PAYMENT OF FEES AND EXPENSES IN
CONNECTION WITH THE FOREGOING.
THE PRO FORMA BALANCE SHEET HAS BEEN PREPARED
BASED ON ASSUMPTIONS THAT THE LOAN PARTIES BELIEVE ARE REASONABLE AS OF THE DATE
HEREOF AND AS OF THE CLOSING DATE, AND PRESENT FAIRLY ON A PRO FORMA BASIS THE
ESTIMATED FINANCIAL POSITION AND RESULTS OF OPERATIONS OF THE BORROWER AND ITS
RESTRICTED SUBSIDIARIES ON A CONSOLIDATED BASIS AS AT DECEMBER 31, 2006 AND FOR
THE YEAR THEN ENDED, ASSUMING THAT THE EVENTS SPECIFIED IN THE PRECEDING
SENTENCE HAD ACTUALLY OCCURRED AT SUCH DATE OR AT THE BEGINNING OF SUCH PERIOD.
(C)
DURING THE PERIOD FROM DECEMBER 31, 2006 TO
AND INCLUDING THE CLOSING DATE THERE HAS BEEN NO DISPOSITION BY THE BORROWER OR
ANY SUBSIDIARIES OF ANY MATERIAL PART OF ITS BUSINESS OR PROPERTY, OTHER THAN
DISPOSITIONS PERMITTED BY SECTIONS 8.2(A), (B), (C), (D), (E) AND (F).
(D)
SINCE DECEMBER 31, 2006 THROUGH THE CLOSING
DATE, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT.
6.15
Environmental Matters.
Each of the Borrower and
its Subsidiaries conducts in the ordinary course of business a review of the
effect of existing Environmental Laws and existing
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Environmental Claims on its business, operations and Properties, and such
Properties which it is acquiring or planning to acquire and as a result thereof
the Loan Parties have reasonably concluded that, unless specifically disclosed
in Schedule 6.15, such Environmental Laws and Environmental Claims would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.
6.16
Regulated Entities.
None of the Borrower, any
Subsidiary, any Person controlling the Borrower or any Subsidiary, is an
"investment company" within the meaning of the Investment Company Act of 1940.
None of the Borrower, any Subsidiary or any Person controlling the Borrower or
any Subsidiary, is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any
state public utilities code, or any other federal or state