ALL ACCRUED
BENEFITS UNDER EACH SINGLE EMPLOYER PLAN (BASED ON THOSE ASSUMPTIONS USED TO
FUND SUCH PLANS) DID NOT, AS OF THE LAST ANNUAL VALUATION DATE PRIOR TO THE DATE
ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE, EXCEED THE VALUE OF THE
ASSETS OF SUCH PLAN ALLOCABLE TO SUCH ACCRUED BENEFITS.
NEITHER THE COMPANY NOR
ANY COMMONLY CONTROLLED ENTITY HAS HAD A COMPLETE OR PARTIAL WITHDRAWAL FROM ANY
MULTIEMPLOYER PLAN THAT RESULTED, OR COULD REASONABLY BE EXPECTED TO RESULT, IN
A MATERIAL LIABILITY TO THE COMPANY OR ANY MATERIAL SUBSIDIARY, AND NEITHER THE
COMPANY NOR ANY COMMONLY CONTROLLED ENTITY WOULD BECOME SUBJECT TO ANY MATERIAL
LIABILITY UNDER ERISA IF THE COMPANY OR ANY SUCH COMMONLY CONTROLLED ENTITY WERE
TO WITHDRAW COMPLETELY FROM ALL MULTIEMPLOYER PLANS AS OF THE VALUATION DATE
MOST CLOSELY PRECEDING THE DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED
MADE.
NO SUCH MULTIEMPLOYER PLAN IS IN REORGANIZATION OR INSOLVENT.
THE
PRESENT VALUE (DETERMINED USING ACTUARIAL AND OTHER ASSUMPTIONS WHICH ARE
REASONABLE IN RESPECT OF THE BENEFITS PROVIDED AND THE EMPLOYEES PARTICIPATING)
OF THE LIABILITY OF THE COMPANY AND EACH COMMONLY CONTROLLED ENTITY FOR POST
RETIREMENT BENEFITS TO BE PROVIDED TO THEIR CURRENT AND FORMER EMPLOYEES UNDER
PLANS WHICH ARE WELFARE BENEFIT PLANS (AS DEFINED IN SECTION 3(1) OF ERISA) DOES
NOT, IN THE AGGREGATE, EXCEED THE ASSETS UNDER ALL SUCH PLANS ALLOCABLE TO SUCH
BENEFITS BY AN AMOUNT IN EXCESS OF $30,000,000.
66
7.14.
INVESTMENT COMPANY ACT; OTHER REGULATIONS.
NONE OF THE BORROWERS IS AN
"INVESTMENT COMPANY", OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY",
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
NONE OF
THE BORROWERS IS SUBJECT TO REGULATION UNDER ANY FEDERAL OR STATE STATUTE OR
REGULATION (OTHER THAN REGULATION X OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM) WHICH LIMITS ITS ABILITY TO INCUR INDEBTEDNESS.
7.15.
SUBSIDIARIES.
SCHEDULE III HERETO SETS FORTH ALL OF THE SUBSIDIARIES OF
THE COMPANY AT THE DATE HEREOF.
7.16.
ENVIRONMENTAL MATTERS.
(A)
THE FACILITIES AND PROPERTIES OWNED, LEASED
OR OPERATED BY THE COMPANY OR ANY OF ITS MATERIAL SUBSIDIARIES OR ANY OF ITS
FIRST-TIER FOREIGN SUBSIDIARIES (THE "PROPERTIES") DO NOT CONTAIN, AND HAVE NOT
PREVIOUSLY CONTAINED, ANY MATERIALS OF ENVIRONMENTAL CONCERN IN AMOUNTS OR
CONCENTRATIONS WHICH (I) CONSTITUTE OR CONSTITUTED A VIOLATION OF, OR (II) COULD
REASONABLY BE EXPECTED TO GIVE RISE TO LIABILITY UNDER, ANY ENVIRONMENTAL LAW,
EXCEPT IN EITHER CASE INSOFAR AS SUCH VIOLATION OR LIABILITY, OR ANY AGGREGATION
THEREOF, IS NOT REASONABLY LIKELY TO RESULT IN THE PAYMENT OF A MATERIAL
ENVIRONMENTAL AMOUNT.
(B)
THE PROPERTIES AND ALL OPERATIONS AT THE PROPERTIES ARE IN COMPLIANCE, AND
HAVE IN THE LAST THREE YEARS BEEN IN COMPLIANCE, IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE ENVIRONMENTAL LAWS, AND THERE IS NO CONTAMINATION AT OR UNDER
(OR, TO THE KNOWLEDGE OF ANY BORROWER, ABOUT) THE PROPERTIES OR VIOLATION OF ANY
ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTIES OR THE BUSINESS OPERATED BY THE
COMPANY OR ANY OF ITS MATERIAL SUBSIDIARIES