RETURNS REQUIRED
TO HAVE BEEN FILED BY IT THAT ARE MATERIAL TO SUCH COMPANIES TAKEN AS A WHOLE
AND EACH SUCH TAX RETURN IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS;
(B)
EACH OF HOLDINGS, THE BORROWERS AND THE SUBSIDIARIES HAS TIMELY
PAID OR CAUSED TO BE TIMELY PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE BY IT ON
THE RETURNS REFERRED TO IN CLAUSE (A) AND ALL OTHER TAXES OR ASSESSMENTS (OR
MADE ADEQUATE PROVISION (IN ACCORDANCE WITH GAAP) FOR THE PAYMENT OF ALL TAXES
DUE) WITH RESPECT TO ALL PERIODS OR PORTIONS THEREOF ENDING ON OR BEFORE THE
CLOSING DATE (EXCEPT TAXES OR ASSESSMENTS THAT ARE BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS IN ACCORDANCE WITH SECTION 5.03 AND FOR WHICH
HOLDINGS, THE BORROWERS OR ANY OF THE SUBSIDIARIES (AS THE CASE MAY BE) HAS SET
ASIDE ON ITS BOOKS ADEQUATE RESERVES IN ACCORDANCE WITH GAAP), WHICH TAXES, IF
NOT PAID OR ADEQUATELY PROVIDED FOR, WOULD, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(C)
OTHER THAN AS WOULD NOT BE, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
AS OF THE CLOSING DATE,
WITH RESPECT TO EACH OF HOLDINGS, THE BORROWERS AND THE SUBSIDIARIES, THERE ARE
NO CLAIMS BEING ASSERTED IN WRITING WITH RESPECT TO ANY TAXES.
SECTION 3.14.
No Material Misstatements.
(a)
All written information (other
than the Projections, estimates and information of a general economic nature)
(the "Information") concerning Holdings, the Borrowers, the Subsidiaries, the
Transactions and any other transactions contemplated hereby included in the
Information Memorandum or otherwise prepared by or on behalf of the foregoing or
their representatives and made available to any Lenders or the Administrative
Agent in connection with the Transactions or the other transactions contemplated
hereby, when taken as a whole, was true and correct in all material respects, as
of the date such Information was furnished to the Lenders and as of the Closing
Date and did not, taken as a whole, contain any untrue statement of a material
fact as of any such date or omit to state a material fact necessary in order to
make the statements contained therein, taken as a whole, not materially
misleading in light of the circumstances under which such statements were made.
(B)
THE PROJECTIONS AND ESTIMATES AND INFORMATION OF A GENERAL
ECONOMIC NATURE PREPARED BY OR ON BEHALF OF THE BORROWERS OR ANY OF THEIR
REPRESENTATIVES AND THAT HAVE BEEN MADE AVAILABLE TO ANY LENDERS OR THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE TRANSACTIONS OR THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY (I) HAVE BEEN PREPARED IN GOOD FAITH BASED UPON
ASSUMPTIONS BELIEVED BY THE BORROWERS TO BE REASONABLE AS OF THE DATE THEREOF
(IT BEING UNDERSTOOD THAT ACTUAL RESULTS MAY VARY MATERIALLY FROM THE
PROJECTIONS), AS OF THE DATE SUCH PROJECTIONS AND ESTIMATES WERE FURNISHED TO
THE LENDERS AND AS OF THE CLOSING DATE, AND (II) AS OF THE CLOSING DATE, HAVE
NOT BEEN MODIFIED IN ANY MATERIAL