AGREEMENT OR
ANY OTHER SENIOR 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
65
FINANCIAL INFORMATION, THE BORROWER REPRESENTS ONLY THAT SUCH INFORMATION WAS
PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE
TIME.
(B)
EACH BORROWING BASE CERTIFICATE THAT HAS BEEN OR WILL BE DELIVERED TO THE
COLLATERAL AGENT, THE ADMINISTRATIVE AGENT OR ANY LENDER IS AND WILL BE COMPLETE
AND CORRECT IN ALL MATERIAL RESPECTS.
SECTION 3.12.
SUBSIDIARIES.
SCHEDULE 3.12 SETS FORTH THE NAME OF, AND THE
OWNERSHIP INTEREST OF THE BORROWER IN, EACH SUBSIDIARY AND IDENTIFIES EACH
SUBSIDIARY THAT IS A SUBSIDIARY LOAN PARTY, IN EACH CASE AS OF THE SECOND
RESTATEMENT EFFECTIVE DATE.
AS OF THE SECOND RESTATEMENT EFFECTIVE DATE, EACH
OF THE SUBSIDIARIES IS AN "UNRESTRICTED SUBSIDIARY" AS DEFINED IN, AND FOR ALL
PURPOSES OF, THE INDENTURES.
SECTION 3.13.
INSURANCE.
SCHEDULE 3.13 SETS FORTH A DESCRIPTION OF ALL
LIABILITY, PROPERTY AND CASUALTY INSURANCE MAINTAINED BY OR ON BEHALF OF THE
BORROWER AND THE SUBSIDIARIES AS OF THE SECOND RESTATEMENT EFFECTIVE DATE.
AS
OF THE SECOND RESTATEMENT EFFECTIVE DATE, ALL PREMIUMS IN RESPECT OF SUCH
INSURANCE HAVE BEEN PAID.
THE BORROWER AND THE SUBSIDIARIES HAVE INSURANCE IN
SUCH AMOUNTS AND COVERING SUCH RISKS AND LIABILITIES AS ARE IN ACCORDANCE WITH
NORMAL INDUSTRY PRACTICE AND AS REQUIRED BY THE SENIOR LOAN DOCUMENTS.
THE
BORROWER REASONABLY BELIEVES THAT THE INSURANCE MAINTAINED BY OR ON BEHALF OF
THE BORROWER AND THE SUBSIDIARIES IS ADEQUATE.
SECTION 3.14.
LABOR MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 3.14, AS OF THE
SECOND RESTATEMENT EFFECTIVE DATE, THERE ARE NO STRIKES, LOCKOUTS OR SLOWDOWNS
AGAINST THE BORROWER OR ANY SUBSIDIARY PENDING OR, TO THE KNOWLEDGE OF THE
BORROWER, THREATENED WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
EXCEPT AS SET FORTH ON SCHEDULE 3.14, THE HOURS WORKED BY AND
PAYMENTS MADE TO EMPLOYEES OF THE BORROWER AND THE SUBSIDIARIES HAVE NOT BEEN IN
VIOLATION IN ANY MATERIAL RESPECT OF THE FAIR LABOR STANDARDS ACT OR ANY OTHER
APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN LAW DEALING WITH SUCH MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 3.14, ALL PAYMENTS DUE FROM THE BORROWER OR ANY
SUBSIDIARY, OR FOR WHICH ANY CLAIM MAY BE MADE AGAINST THE BORROWER OR ANY
SUBSIDIARY, ON ACCOUNT OF WAGES AND EMPLOYEE HEALTH AND WELFARE INSURANCE AND
OTHER BENEFITS, HAVE BEEN PAID OR ACCRUED AS A LIABILITY ON THE BOOKS OF THE
BORROWER OR SUCH SUBSIDIARY.
EXCEPT AS SET FORTH ON SCHEDULE 3.14, THE
CONSUMMATION OF THE TRANSACTIONS WILL NOT GIVE RISE TO ANY RIGHT OF TERMINATION
OR RIGHT OF RENEGOTIATION ON THE PART OF ANY UNION UNDER ANY COLLECTIVE
BARGAINING AGREEMENT TO WHICH THE BORROWER OR ANY SUBSIDIARY IS BOUND.
SECTION 3.15.
SOLVENCY.
IMMEDIATELY AFTER THE