COULD BE
MATERIAL TO THE BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
90
(D)
INDEBTEDNESS.
SCHEDULE 8.2(B) SETS FORTH A
TRUE AND COMPLETE LIST OF ALL INDEBTEDNESS (OTHER THAN THE LOANS, THE LETTERS OF
CREDIT AND THE PUBLIC NOTES OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE
CLOSING DATE, TO THE EXTENT THAT, IN EACH CASE, SUCH INDEBTEDNESS IS IN EXCESS
OF $1,000,000 (PROVIDED, THAT THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS NOT
SO LISTED DOES NOT EXCEED THE DOLLAR EQUIVALENT (AS DETERMINED ON THE CLOSING
DATE) OF $5,000,000), IN EACH CASE SHOWING THE AGGREGATE PRINCIPAL AMOUNT
THEREOF (AND THE AGGREGATE AMOUNT OF ANY UNDRAWN COMMITMENTS WITH RESPECT
THERETO) AND THE NAME OF THE RESPECTIVE OBLIGOR AND ANY OTHER ENTITY WHICH
DIRECTLY OR INDIRECTLY GUARANTEED SUCH DEBT.
THE BORROWER HAS DELIVERED OR
CAUSED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF
THE FORM OF EACH INSTRUMENT EVIDENCING INDEBTEDNESS FOR MONEY BORROWED LISTED ON
SCHEDULE 8.2(B) AND OF EACH INSTRUMENT PURSUANT TO WHICH SUCH INDEBTEDNESS FOR
MONEY BORROWED WAS ISSUED, IN EACH CASE, OTHER THAN INDEBTEDNESS OF THE TYPE
DESCRIBED IN SECTION 8.2(O).
(E)
PROJECTIONS.
ON AND AS OF THE CLOSING
DATE, THE FINANCIAL PROJECTIONS, ATTACHED HERETO AS SCHEDULE 6.5(E) AND EACH OF
THE PROJECTIONS DELIVERED AFTER THE CLOSING DATE PURSUANT TO
SECTION 7.2(E) (COLLECTIVELY, THE "PROJECTIONS") ARE, OR WILL BE AT THE TIME
MADE, BASED ON GOOD FAITH ESTIMATES AND ASSUMPTIONS MADE BY THE MANAGEMENT OF
THE BORROWER, AND THERE ARE NO STATEMENTS OR CONCLUSIONS IN ANY OF THE
PROJECTIONS WHICH, AT THE TIME MADE, ARE BASED UPON OR INCLUDE INFORMATION KNOWN
TO THE BORROWER TO BE MISLEADING IN ANY MATERIAL RESPECT OR WHICH FAIL TO TAKE
INTO ACCOUNT MATERIAL INFORMATION KNOWN TO BORROWER REGARDING THE MATTERS
REPORTED THEREIN.
ON AND AS OF THE CLOSING DATE, THE BORROWER BELIEVES THAT THE
PROJECTIONS ARE REASONABLE AND ATTAINABLE, IT BEING UNDERSTOOD THAT UNCERTAINTY
IS INHERENT IN ANY FORECAST OR PROJECTION AND THAT NO ASSURANCE CAN BE GIVEN
THAT THE RESULTS SET FORTH IN THE PROJECTIONS WILL ACTUALLY BE ATTAINED OR THAT
THE PROJECTIONS WILL BE SUITABLE OR SUFFICIENT FOR ANY PURPOSE RELEVANT TO THE
LENDERS.
(F)
NO MATERIAL ADVERSE CHANGE.
AS OF THE
CLOSING DATE AND AT ANY TIME THEREAFTER, THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), ASSETS, LIABILITIES
OR OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES (TAKEN AS A WHOLE) SINCE
DECEMBER 31, 2004 BASED ON THE FINANCIAL STATEMENTS DELIVERED PURSUANT TO
SECTION 6.5(A)(I).
6.6
Litigation
There are no actions, suits or proceedings pending or, to the best knowledge of
the Borrower or any of its Subsidiaries, threatened in writing against the
Borrower or any of its Subsidiaries (i) with respect to any Loan Document or
(ii) that are reasonably likely to have a Material Adverse Effect.
6.7
Disclosure
All factual information (taken as a whole) heretofore or contemporaneously
furnished by or on behalf of the Borrower or any of its Subsidiaries in writing
to any Lender