SUBSIDIARY IN CONNECTION HEREWITH CONTAINS ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS CONTAINED HEREIN AND THEREIN NOT MISLEADING.
THERE IS NO FACT
KNOWN TO BORROWER OR ANY SUBSIDIARY AND NOT KNOWN TO THE PUBLIC GENERALLY WHICH
REASONABLY MAY BE EXPECTED TO MATERIALLY ADVERSELY AFFECT ITS ASSETS OR IN THE
FUTURE MAY REASONABLY BE EXPECTED (SO FAR AS BORROWER OR SUCH SUBSIDIARY CAN NOW
FORESEE) TO RESULT IN A MATERIAL ADVERSE EFFECT, WHICH HAS NOT BEEN SET FORTH IN
THIS AGREEMENT OR IN THE DOCUMENTS, CERTIFICATES AND STATEMENTS FURNISHED TO
LENDER BY OR ON BEHALF OF BORROWER OR ANY SUBSIDIARY PRIOR TO THE DATE HEREOF IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
7.13
ERISA.
SCHEDULE 7.13 SETS FORTH EACH PLAN.
NEITHER BORROWER NOR ANY SUBSIDIARY HAS (A) INCURRED ANY MATERIAL ACCUMULATED
FUNDING DEFICIENCY WITHIN THE MEANING OF ERISA, OR (B) INCURRED ANY MATERIAL
LIABILITY TO THE PBGC IN CONNECTION WITH ANY PLAN ESTABLISHED OR MAINTAINED BY
IT.
NO REPORTABLE EVENT HAS OCCURRED WITH RESPECT TO ANY PLAN WHICH COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
NO PLAN IS IN
THE PROCESS OF TERMINATION.
7.14
REGULATORY ACTS.
NONE OF BORROWER OR ANY
SUBSIDIARY IS AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, OR IS SUBJECT TO REGULATION UNDER THE PUBLIC
UTILITY HOLDING ACT OF 1935, THE FEDERAL POWER ACT, THE INTERSTATE COMMERCE ACT,
OR ANY OTHER LAW (OTHER THAN REGULATION X OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM AND APPLICABLE INSURANCE LAWS) WHICH REGULATES THE
INCURRING BY BORROWER OR ANY SUBSIDIARY OF DEBT, INCLUDING, BUT NOT LIMITED TO,
LAWS REGULATING COMMON OR CONTRACT CARRIERS OR THE SALE OF ELECTRICITY, GAS,
STEAM, WATER, OR OTHER PUBLIC UTILITY SERVICES.
7.15
SOLVENCY.
BORROWER AND EACH SUBSIDIARY IS, AND
BORROWER AND SUBSIDIARIES ON A CONSOLIDATED BASIS ARE, SOLVENT.
7.16
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH IN
SCHEDULE 7.16 OR AS COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE CHANGE OR EFFECT:
(A)
THE PROPERTIES OWNED, OPERATED OR LEASED BY
BORROWER AND EACH SUBSIDIARY (THE "PROPERTIES") DO NOT CONTAIN ANY HAZARDOUS
MATERIALS IN AMOUNTS OR CONCENTRATIONS WHICH (I) CONSTITUTE, OR CONSTITUTED A
VIOLATION OF, OR (II) COULD REASONABLY BE EXPECTED TO GIVE RISE TO LIABILITY
UNDER, ENVIRONMENTAL LAWS, WHICH VIOLATIONS AND LIABILITIES, IN THE AGGREGATE,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE;
(B)
ALL ENVIRONMENTAL PERMITS HAVE BEEN OBTAINED
AND ARE IN EFFECT WITH RESPECT TO THE PROPERTIES AND OPERATIONS OF BORROWER AND
EACH SUBSIDIARY, AND THE PROPERTIES AND ALL OPERATIONS OF BORROWER AND EACH
SUBSIDIARY ARE IN COMPLIANCE, AND HAVE BEEN IN COMPLIANCE, WITH ALL
ENVIRONMENTAL LAWS AND ALL NECESSARY ENVIRONMENTAL PERMITS, EXCEPT TO THE EXTENT
THAT SUCH NON COMPLIANCE OR FAILURE TO OBTAIN ANY NECESSARY PERMITS, IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
CHANGE;
(C)
NEITHER BORROWER NOR ANY SUBSIDIARY HAS
RECEIVED ANY