REQUIRED TO BE
FILED BY IT, AND HAS PAID OR CAUSED TO BE PAID ALL MATERIAL TAXES SHOWN TO BE
DUE AND PAYABLE ON SUCH RETURNS OR ON ANY ASSESSMENTS RECEIVED BY IT.
(J)
THE BORROWER IS IN COMPLIANCE WITH ALL LAWS (INCLUDING ERISA AND
ENVIRONMENTAL LAWS), RULES, REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY
APPLICABLE TO IT, EXCEPT TO THE EXTENT THAT THE BORROWER'S FAILURE TO SO COMPLY
DOES NOT RESULT IN A MATERIAL ADVERSE CHANGE.
(K)
EXCEPT AS DOES NOT RESULT IN A MATERIAL ADVERSE CHANGE, THE
BORROWER AND EACH ERISA AFFILIATE OF THE BORROWER (I) HAVE NOT INCURRED ANY
LIABILITY TO THE PBGC (OTHER THAN FOR THE PAYMENT OF CURRENT PREMIUMS THAT ARE
NOT PAST DUE) WITH RESPECT TO ANY TITLE IV PLAN, (II) HAVE NOT INCURRED ANY
WITHDRAWAL LIABILITY, AND (III) HAVE NOT BEEN NOTIFIED BY THE SPONSOR OF A
MULTIEMPLOYER PLAN THAT SUCH MULTIEMPLOYER PLAN IS IN REORGANIZATION OR HAS BEEN
TERMINATED WITHIN THE MEANING OF TITLE IV OF ERISA.
(L)
EXCEPT AS DOES NOT RESULT IN A MATERIAL ADVERSE CHANGE, NO ERISA
EVENT HAS OCCURRED.
33
(M)
EXCEPT AS DISCLOSED IN THE BORROWER'S ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007, ITS QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2008, AND ALL PERIODIC REPORTS ON
FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PRIOR TO THE DATE
HEREOF, COPIES OF EACH OF WHICH HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT,
THERE IS NO PENDING OR, TO THE BORROWER'S KNOWLEDGE, THREATENED ACTION OR
PROCEEDING AFFECTING THE BORROWER OR ANY OF ITS SUBSIDIARIES BEFORE ANY COURT,
GOVERNMENTAL AGENCY OR ARBITRATOR, WHICH MATERIALLY ADVERSELY AFFECTS THE
FINANCIAL CONDITION OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE, OR
THE ENFORCEABILITY AGAINST THE BORROWER OF THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS TO WHICH IT IS A PARTY.
(N)
THE BORROWER IS NOT AN "INVESTMENT COMPANY" OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY", WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
(O)
THE PROCEEDS OF THE ADVANCES HEREUNDER WILL BE USED IN ACCORDANCE
WITH SECTION 5.01(H).
(P)
THE BORROWER HAS NO SECURED INDEBTEDNESS.
(Q)
THE BORROWER IS NOT IN DEFAULT IN ANY RESPECT UNDER ANY CONTRACT,
LEASE, LOAN AGREEMENT, INDENTURE, MORTGAGE, SECURITY AGREEMENT OR OTHER
AGREEMENT OR OBLIGATION TO WHICH IT IS A PARTY OR BY WHICH ANY OF ITS PROPERTIES
IS BOUND, WHICH DEFAULT RESULTS IN A MATERIAL ADVERSE CHANGE.
NO UNMATURED
DEFAULT OR EVENT OF DEFAULT PRESENTLY EXISTS AND IS CONTINUING.
(R)
THE BORROWER IS, AND ON AND AFTER THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE, SOLVENT.
(S)
NEITHER THIS AGREEMENT NOR ANY FINANCIAL STATEMENTS DELIVERED TO
THE LENDERS NOR ANY OTHER DOCUMENT, CERTIFICATE OR STATEMENT FURNISHED TO THE
LENDERS BY OR ON BEHALF OF THE BORROWER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO
STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE