OF ALL ACCUMULATED BENEFIT OBLIGATIONS OF ALL UNDERFUNDED PLANS
(BASED ON THE ASSUMPTIONS USED FOR PURPOSES OF STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 87) DID NOT, AS OF THE DATE OF THE MOST RECENT FINANCIAL
STATEMENTS REFLECTING SUCH AMOUNTS, EXCEED BY MORE THAN $10,000,000 THE FAIR
MARKET VALUE OF THE ASSETS OF ALL SUCH UNDERFUNDED PLANS.
SECTION 3.11.
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE LENDERS ALL
AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH IT OR ANY
OF ITS SUBSIDIARIES IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO IT, THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
NONE OF THE REPORTS, FINANCIAL STATEMENTS,
CERTIFICATES OR OTHER INFORMATION FURNISHED BY OR ON BEHALF OF THE BORROWER TO
THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE NEGOTIATION OF
THIS AGREEMENT OR DELIVERED HEREUNDER (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 FINANCIAL INFORMATION, THE BORROWER REPRESENTS ONLY
THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED
TO BE REASONABLE AT THE TIME.
SECTION 3.12.
NO DEFAULT.
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES IS
IN DEFAULT UNDER OR WITH RESPECT TO ANY OF ITS CONTRACTUAL OBLIGATIONS IN ANY
RESPECT THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 3.13.
SUBSIDIARIES.
EXCEPT AS DISCLOSED TO THE ADMINISTRATIVE AGENT BY
THE BORROWER IN WRITING FROM TIME TO TIME AFTER THE CLOSING DATE, (A) SCHEDULE
3.13 SETS FORTH THE NAME AND JURISDICTION OF INCORPORATION OF EACH SUBSIDIARY
AND, AS TO EACH SUCH SUBSIDIARY, THE PERCENTAGE OF EACH CLASS OF CAPITAL STOCK
OWNED BY THE BORROWER, AND (B) THERE ARE NO OUTSTANDING SUBSCRIPTIONS, OPTIONS,
WARRANTS, CALLS, RIGHTS OR OTHER AGREEMENTS OR COMMITMENTS (OTHER THAN STOCK
OPTIONS OR RESTRICTED STOCK GRANTED TO EMPLOYEES OR DIRECTORS AND DIRECTORS'
QUALIFYING SHARES) OF ANY NATURE RELATING TO ANY CAPITAL STOCK OF THE BORROWER
OR ANY SUBSIDIARY.
SECTION 3.14.
FEDERAL REGULATIONS.
NO PART OF THE PROCEEDS OF ANY LOANS WILL
BE USED FOR "BUYING" OR "CARRYING" ANY "MARGIN STOCK" WITHIN THE RESPECTIVE
MEANINGS OF EACH OF THE QUOTED TERMS UNDER REGULATION U AS NOW AND FROM TIME TO
TIME HEREAFTER IN EFFECT IN ANY MANNER THAT VIOLATES THE PROVISIONS OF THE
REGULATIONS OF THE BOARD OR FOR ANY OTHER PURPOSE THAT VIOLATES THE PROVISIONS
OF THE REGULATIONS OF THE BOARD.
IF REQUESTED BY ANY LENDER OR THE
ADMINISTRATIVE AGENT, THE BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT AND
EACH LENDER A STATEMENT TO THE FOREGOING EFFECT IN CONFORMITY WITH THE
REQUIREMENTS OF FR FORM G-3 OR FR FORM U-1, AS APPLICABLE, REFERRED TO IN
REGULATION U.
NO MORE THAN 25% OF THE CONSOLIDATED
35
assets of the Borrower and its