OF THE DATE OF THE MOST
18
RECENT ACTUARIAL VALUATION FOR SUCH PLANS THE FAIR MARKET VALUE OF THE ASSETS OF
SUCH PLANS ALLOCABLE TO SUCH BENEFITS; (III) BORROWER IS NOT AWARE OF ANY
INFORMATION SINCE THE DATE OF SUCH VALUATIONS WHICH WOULD MATERIALLY AFFECT THE
INFORMATION CONTAINED THEREIN; (IV) NO PLAN WHICH IS SUBJECT TO PART 3 OF
SUBTITLE B OF TITLE I OF ERISA OR SECTION 412 OF THE CODE HAS INCURRED AN
ACCUMULATED FUNDING DEFICIENCY, AS THAT TERM IS DEFINED IN SECTION 302 OF ERISA
OR SECTION 412 OF THE CODE (WHETHER OR NOT WAIVED); (V) NO LIABILITY TO THE PBGC
(OTHER THAN REQUIRED PREMIUMS WHICH HAVE BECOME DUE AND PAYABLE, ALL OF WHICH
HAVE BEEN PAID) HAS BEEN INCURRED WITH RESPECT TO ANY PLAN, AND THERE HAS NOT
BEEN ANY REPORTABLE EVENT WHICH PRESENTS A MATERIAL RISK OF TERMINATION OF ANY
PLAN BY THE PBGC; AND (VI) BORROWER HAS NOT ENGAGED IN A TRANSACTION WHICH WOULD
SUBJECT IT TO TAX, PENALTY OR LIABILITY FOR PROHIBITED TRANSACTIONS IMPOSED BY
ERISA OR THE CODE. BORROWER DOES NOT CONTRIBUTE TO ANY MULTIEMPLOYER PLAN.
(N)
THE NUMBER OF SHARES AND CLASSES OF THE CAPITAL STOCK OF BORROWER
AND THE OWNERSHIP THEREOF ARE ACCURATELY SET FORTH ON SCHEDULE G ATTACHED
HERETO.
BORROWER HAS NOT: (I) ISSUED ANY UNREGISTERED SECURITIES IN VIOLATION
OF THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY OTHER LAW; OR (II) VIOLATED ANY RULE, REGULATION OR REQUIREMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, IN EITHER CASE WHERE THE EFFECT OF SUCH VIOLATION WOULD BE A
MATERIAL ADVERSE OCCURRENCE.
NO PROCEEDS OF THE ADVANCES WILL BE USED TO
ACQUIRE ANY SECURITY IN ANY TRANSACTION WHICH IS SUBJECT TO SECTION 13(D) OR
14(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(O)
EXCEPT AS SET FORTH ON SCHEDULE H ATTACHED HERETO, BORROWER DOES
NOT HAVE ANY CONTINGENT OBLIGATIONS.
(P)
BORROWER HAS CONDUCTED A COMPREHENSIVE REVIEW AND ASSESSMENT OF
ITS COMPUTER APPLICATIONS AND HAS MADE INQUIRY OF BORROWER'S MATERIAL SUPPLIERS,
VENDORS AND CUSTOMERS WITH RESPECT TO THE YEAR 2000 PROBLEM AND, BASED UPON SUCH
REVIEW, BORROWER REASONABLY BELIEVES THAT THE YEAR 2000 PROBLEM HAS NOT RESULTED
IN AND WILL NOT RESULT IN A MATERIAL ADVERSE CHANGE IN BORROWER'S BUSINESS,
CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, PROPERTIES OR PROSPECTS, OR
ABILITY TO REPAY THE OBLIGATIONS.
YEAR 2000 PROBLEM MEANS THE RISK THAT
COMPUTER APPLICATIONS USED BY ANY PERSON MAY BE UNABLE TO RECOGNIZE THE PERFORM
PROPERLY DATE-SENSITIVE FUNCTIONS INVOLVING CERTAIN DATES PRIOR TO AND ANY DATE
AFTER DECEMBER 31, 1999.
(Q)
ALL FACTUAL INFORMATION HERETOFORE OR HEREWITH FURNISHED BY OR ON
BEHALF OF BORROWER TO LENDER FOR PURPOSES OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY IS, AND ALL OTHER SUCH FACTUAL
INFORMATION HEREAFTER FURNISHED BY OR ON BEHALF OF BORROWER TO LENDER WILL BE,
TRUE AND ACCURATE IN EVERY MATERIAL RESPECT ON THE DATE AS OF WHICH