TOGETHER WITH ALL OTHER SUCH ERISA EVENTS FOR WHICH
LIABILITY IS REASONABLY EXPECTED TO OCCUR, COULD, IN THE JUDGMENT OF THE
REQUIRED LENDERS, REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
THE PRESENT VALUE OF ALL ACCUMULATED BENEFIT OBLIGATIONS UNDER EACH
PLAN (BASED ON THE ASSUMPTIONS USED FOR PURPOSES OF STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 87) DID NOT, AS OF THE DATE OF THE MOST RECENT
FINANCIAL STATEMENTS REFLECTING SUCH AMOUNTS, EXCEED THE FAIR MARKET VALUE OF
THE ASSETS OF SUCH PLAN IN AN AMOUNT THAT COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
55
SECTION 3.11.
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE LENDERS ALL
AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH THE
BORROWER OR ANY SUBSIDIARY IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO ANY OF
THEM, THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER THE INFORMATION MEMORANDUM NOR ANY
OF THE OTHER REPORTS, FINANCIAL STATEMENTS, CERTIFICATES OR OTHER INFORMATION
FURNISHED BY OR ON BEHALF OF ANY LOAN PARTY TO THE ADMINISTRATIVE AGENT OR ANY
LENDER IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR DELIVERED HEREUNDER OR THEREUNDER (AS MODIFIED OR SUPPLEMENTED BY
OTHER INFORMATION SO FURNISHED) CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR
OMITS 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, WITH RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWER
REPRESENT ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON
ASSUMPTIONS BELIEVED BY THEM TO BE REASONABLE AT THE TIME DELIVERED.
SECTION 3.12.
SUBSIDIARIES.
AS OF THE EFFECTIVE DATE, THE BORROWER DOES NOT
HAVE ANY SUBSIDIARIES OTHER THAN THE SUBSIDIARIES SET FORTH ON SCHEDULE 3.12.
AS OF THE EFFECTIVE DATE, NEITHER THE BORROWER NOR ANY SUBSIDIARY HOLDS ANY
EQUITY INTERESTS IN ANY JOINT VENTURE.
SCHEDULE 3.12 SETS FORTH THE NAME OF,
AND THE OWNERSHIP INTEREST OF THE BORROWER AND EACH SUBSIDIARY IN EACH
SUBSIDIARY AND IDENTIFIES EACH SUBSIDIARY THAT IS A SUBSIDIARY LOAN PARTY, IN
EACH CASE AS OF THE EFFECTIVE DATE.
SECTION 3.13.
INSURANCE.
THE BORROWER BELIEVES THAT THE INSURANCE THAT IS
MAINTAINED BY OR ON BEHALF OF THE BORROWER AND THE SUBSIDIARIES AND THAT IS
CURRENTLY EFFECTIVE IS ADEQUATE AND IS IN SUCH AMOUNTS (WITH NO GREATER RISK
RETENTION) AND AGAINST SUCH RISKS AS IS CUSTOMARILY MAINTAINED BY COMPANIES OF
ESTABLISHED REPUTE ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE
SAME OR SIMILAR LOCATIONS.
AS OF THE EFFECTIVE DATE, ALL PREMIUMS IN RESPECT OF
SUCH INSURANCE HAVE BEEN PAID.
SUCH INSURANCE POLICES ARE SET FORTH ON SCHEDULE
3.13.
SECTION 3.14.
LABOR MATTERS.
AS OF THE EFFECTIVE DATE, THERE ARE NO STRIKES,
LOCKOUTS OR SLOWDOWNS OR ANY OTHER MATERIAL LABOR DISPUTES AGAINST THE BORROWER
OR ANY SUBSIDIARY PENDING OR, TO THE KNOWLEDGE OF THE BORROWER OR ANY
SUBSIDIARY, THREATENED.
THE HOURS WORKED BY AND PAYMENTS MADE TO EMPLOYEES OF