HAVE AN AVERAGE DAILY BALANCE
FOR THE IMMEDIATELY PRECEDING 30-DAY PERIOD OF LESS THAN $500,000 IN THE
AGGREGATE FOR ALL SUCH ACCOUNTS AND SUCH SCHEDULE CORRECTLY IDENTIFIES THE NAME,
ADDRESS AND TELEPHONE NUMBER OF EACH DEPOSITORY, THE NAME IN WHICH THE ACCOUNT
IS HELD, A DESCRIPTION OF THE PURPOSE OF THE ACCOUNT, AND THE COMPLETE ACCOUNT
NUMBER THEREFOR.
3.17.
AGREEMENTS AND OTHER DOCUMENTS. ON OR PRIOR TO THE
CLOSING DATE, EACH CREDIT PARTY HAS PROVIDED OR MADE AVAILABLE TO AGENT OR ITS
COUNSEL, ON BEHALF OF LENDERS, ACCURATE AND COMPLETE COPIES (OR SUMMARIES) OF
ALL OF THE FOLLOWING AGREEMENTS OR DOCUMENTS TO WHICH IT IS SUBJECT AND EACH OF
WHICH IS LISTED IN SCHEDULE 3.17:
SUPPLY AGREEMENTS AND PURCHASE AGREEMENTS NOT
TERMINABLE BY SUCH CREDIT PARTY WITHIN SIXTY (60) DAYS FOLLOWING WRITTEN NOTICE
ISSUED BY SUCH CREDIT PARTY AND INVOLVING TRANSACTIONS IN EXCESS OF $1,000,000
PER ANNUM; LEASES OF EQUIPMENT HAVING A REMAINING TERM OF ONE YEAR OR LONGER AND
REQUIRING AGGREGATE RENTAL AND OTHER PAYMENTS IN EXCESS OF $500,000 PER ANNUM;
LICENSES AND PERMITS HELD BY THE CREDIT PARTIES, THE ABSENCE OF WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; INSTRUMENTS AND
DOCUMENTS EVIDENCING ANY MATERIAL INDEBTEDNESS OR MATERIAL GUARANTEED
INDEBTEDNESS OF SUCH CREDIT PARTY AND ANY LIEN GRANTED BY SUCH CREDIT PARTY WITH
RESPECT THERETO; AND INSTRUMENTS AND AGREEMENTS EVIDENCING THE ISSUANCE OF ANY
EQUITY SECURITIES, WARRANTS, RIGHTS OR OPTIONS TO PURCHASE EQUITY SECURITIES OF
SUCH CREDIT PARTY.
3.18.
INSURANCE. EACH CREDIT PARTY REPRESENTS AND
WARRANTS THAT IT AND EACH OF ITS SUBSIDIARIES CURRENTLY MAINTAINS IN GOOD
REPAIR, WORKING ORDER AND CONDITION ALL MATERIAL PROPERTIES, IF ANY, AS SET
FORTH IN SECTION 4.2 AND MAINTAINS ALL INSURANCE DESCRIBED IN SUCH SECTION.
SCHEDULE 3.18 LISTS ALL INSURANCE POLICIES MAINTAINED, AS OF THE CLOSING DATE,
FOR CURRENT OCCURRENCES BY EACH CREDIT PARTY.
3.19.
TAXES AND TAX RETURNS.
(A)
AS OF THE CLOSING DATE, (I) ALL TAX RETURNS
REQUIRED TO BE FILED BY THE CREDIT PARTIES HAVE BEEN TIMELY AND PROPERLY FILED
AND (II) ALL TAXES THAT ARE DUE (OTHER THAN TAXES BEING OR ABOUT TO BE CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES HAVE
BEEN PROVIDED FOR IN ACCORDANCE WITH GAAP) HAVE BEEN PAID, EXCEPT WHERE THE
30
FAILURE TO FILE TAX RETURNS OR PAY TAXES WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT. NO GOVERNMENTAL AUTHORITY HAS ASSERTED ANY CLAIM FOR TAXES, OR TO ANY
CREDIT PARTY'S KNOWLEDGE, HAS THREATENED TO ASSERT ANY CLAIM FOR TAXES THAT
WOULD, IF NOT PAID BY A CREDIT PARTY, HAVE A MATERIAL ADVERSE EFFECT. ALL TAXES
REQUIRED BY LAW TO BE WITHHELD OR COLLECTED AND REMITTED (INCLUDING, WITHOUT
LIMITATION, INCOME TAX, UNEMPLOYMENT INSURANCE AND WORKMEN'S COMPENSATION
PREMIUMS) WITH RESPECT TO THE CREDIT PARTIES HAVE BEEN WITHHELD OR COLLECTED AND
PAID TO THE APPROPRIATE GOVERNMENTAL AUTHORITIES (OR ARE PROPERLY BEING HELD FOR
SUCH PAYMENT), EXCEPT FOR AMOUNTS THE NONPAYMENT OF WHICH WOULD NOT BE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
NONE OF THE