HEREAFTER FURNISHED IN WRITING TO THE
ADMINISTRATIVE AGENT, THE ARRANGER OR ANY LENDER BY OR ON BEHALF OF ANY CREDIT
PARTY FOR PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY IS OR WILL BE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON
THE DATE AS OF WHICH SUCH INFORMATION IS DATED OR CERTIFIED (OR, IF SUCH
INFORMATION HAS BEEN UPDATED, AMENDED OR SUPPLEMENTED, ON THE DATE AS OF WHICH
ANY SUCH UPDATE, AMENDMENT OR SUPPLEMENT IS DATED OR CERTIFIED) AND NOT MADE
INCOMPLETE BY OMITTING TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS
CONTAINED HEREIN AND THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH
INFORMATION WAS PROVIDED, NOT MISLEADING; PROVIDED THAT, WITH RESPECT TO
PROJECTIONS, BUDGETS AND OTHER ESTIMATES, EXCEPT AS SPECIFICALLY REPRESENTED IN
SECTION 5.11(B), THE PARENT AND THE BORROWERS REPRESENT ONLY THAT SUCH
INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE
REASONABLE AT THE TIME.
AS OF THE CLOSING DATE, THERE IS NO FACT KNOWN TO ANY
CREDIT PARTY THAT HAS, OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL
ADVERSE EFFECT, WHICH FACT HAS NOT BEEN SET FORTH HEREIN, IN THE FINANCIAL
STATEMENTS OF THE PARENT AND ITS SUBSIDIARIES FURNISHED TO THE ADMINISTRATIVE
AGENT AND/OR THE LENDERS, OR IN ANY CERTIFICATE, OPINION OR OTHER WRITTEN
STATEMENT MADE OR FURNISHED BY ANY BORROWER TO THE ADMINISTRATIVE AGENT AND/OR
THE LENDERS.
5.9
MARGIN REGULATIONS.
NO CREDIT 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.
NO
PROCEEDS OF THE LOANS WILL BE USED, DIRECTLY OR INDIRECTLY, TO PURCHASE OR CARRY
ANY MARGIN STOCK, TO EXTEND CREDIT FOR SUCH PURPOSE OR FOR ANY OTHER PURPOSE, IN
EACH CASE THAT WOULD VIOLATE OR BE INCONSISTENT WITH REGULATIONS T, U OR X OR
ANY PROVISION OF THE EXCHANGE ACT.
78
5.10
NO MATERIAL ADVERSE EFFECT.
THERE HAS BEEN NO
MATERIAL ADVERSE EFFECT SINCE DECEMBER 31, 2004, AND THERE EXISTS NO EVENT,
CONDITION OR STATE OF FACTS THAT COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
5.11
FINANCIAL MATTERS.
(A)
THE COMPANY HAS HERETOFORE FURNISHED TO THE
ADMINISTRATIVE AGENT COPIES OF (I) THE AUDITED CONSOLIDATED BALANCE SHEETS OF
THE PARENT AND ITS SUBSIDIARIES AS OF DECEMBER 31, 2004, 2003 AND 2002, IN EACH
CASE WITH THE RELATED STATEMENTS OF INCOME, CASH FLOWS AND STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS THEN ENDED, TOGETHER WITH THE OPINION OF ERNST & YOUNG LLP
THEREON, AND (II) THE UNAUDITED CONSOLIDATED BALANCE SHEET OF THE PARENT AND ITS
SUBSIDIARIES AS OF THE LAST DAY OF THE FIRST FISCAL QUARTER OF FISCAL YEAR 2005,
AND THE RELATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE THREE-MONTH PERIOD
THEN ENDED.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH
GAAP (SUBJECT, WITH RESPECT TO THE UNAUDITED FINANCIAL STATEMENTS, TO THE
ABSENCE OF NOTES REQUIRED BY GAAP AND TO NORMAL YEAR-END ADJUSTMENTS) AND
PRESENT FAIRLY IN ALL MATERIAL