NONE OF THE PARENT, THE
BORROWER OR ANY SUBSIDIARY IS AN "INVESTMENT COMPANY" AS DEFINED IN, OR SUBJECT
TO REGULATION UNDER, THE INVESTMENT COMPANY ACT OF 1940.
SECTION 3.13.
TAX RETURNS.
EACH OF THE PARENT, THE BORROWER AND THE
SUBSIDIARIES HAS FILED OR CAUSED TO BE FILED ALL FEDERAL, STATE AND OTHER TAX
RETURNS REQUIRED TO HAVE BEEN FILED BY IT AND HAS PAID, CAUSED TO BE PAID, OR
MADE PROVISIONS FOR THE PAYMENT OF ALL TAXES DUE AND PAYABLE BY IT AND ALL
MATERIAL ASSESSMENTS RECEIVED BY IT, EXCEPT SUCH TAXES AND ASSESSMENTS THAT ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE
PARENT, THE BORROWER OR SUCH SUBSIDIARY, AS APPLICABLE, SHALL HAVE SET ASIDE ON
ITS BOOKS, IN ACCORDANCE WITH GAAP, ADEQUATE RESERVES.
SECTION 3.14.
NO MATERIAL MISSTATEMENTS.
THE INFORMATION, REPORTS,
FINANCIAL STATEMENTS, EXHIBITS, CERTIFICATES AND SCHEDULES (OTHER THAN
PROJECTIONS AND OTHER FORWARD LOOKING INFORMATION) FURNISHED BY OR ON BEHALF OF
THE PARENT OR THE BORROWER TO THE ADMINISTRATIVE AGENT OR THE LENDERS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THE NEGOTIATION OF ANY
LOAN DOCUMENT OR INCLUDED THEREIN OR DELIVERED PURSUANT THERETO (TAKEN AS A
WHOLE) DID NOT AND DO NOT CONTAIN ANY MATERIAL MISSTATEMENT OF FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED THAT
TO THE EXTENT ANY SUCH INFORMATION, REPORT, FINANCIAL STATEMENT, EXHIBIT,
CERTIFICATE OR SCHEDULE WAS BASED UPON OR CONSTITUTES A FORECAST OR PROJECTION,
THE PARENT AND THE BORROWER REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED
IN GOOD FAITH ON THE BASIS OF REASONABLE ASSUMPTIONS IN LIGHT OF THE CONDITIONS
EXISTING AT THE TIME OF DELIVERY OF SUCH
37
PROJECTIONS, AND REPRESENTED, AT THE TIME OF DELIVERY THEREOF, A REASONABLE GOOD
FAITH ESTIMATE OF FUTURE FINANCIAL PERFORMANCE BY THE PARENT AND THE BORROWER.
SECTION 3.15.
EMPLOYEE BENEFIT PLANS.
EACH OF THE PARENT, THE
BORROWER AND THEIR ERISA AFFILIATES IS IN MATERIAL COMPLIANCE, WITH RESPECT TO
EACH BENEFIT PLAN OR ARRANGEMENT, WITH THE APPLICABLE PROVISIONS OF ERISA AND
THE CODE AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER. NO ERISA
EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR THAT, WHEN TAKEN TOGETHER
WITH ALL OTHER SUCH ERISA EVENTS, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT. THE PRESENT VALUE OF ALL BENEFIT LIABILITIES UNDER EACH
PLAN (BASED ON THE ASSUMPTIONS USED FOR PURPOSES OF STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 87) DID NOT, AS OF THE LAST ANNUAL VALUATION DATE
APPLICABLE THERETO, EXCEED THE FAIR MARKET VALUE OF THE ASSETS OF SUCH PLAN, AND
THE PRESENT VALUE OF ALL BENEFIT LIABILITIES OF ALL UNDERFUNDED PLANS (BASED ON
THE ASSUMPTIONS USED FOR PURPOSES OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 87) DID NOT, AS OF THE LAST ANNUAL VALUATION DATES APPLICABLE THERETO,
EXCEED THE FAIR MARKET VALUE OF THE ASSETS OF ALL SUCH UNDERFUNDED PLANS.
SECTION 3.16.
ENVIRONMENTAL MATTERS.
(A)
EXCEPT AS WOULD NOT
REASONABLY BE EXPECTED