1940.
SECTION 3.09.
TAXES.
EACH OF THE BORROWER AND ITS SUBSIDIARIES HAVE TIMELY
FILED OR CAUSED TO BE FILED ALL TAX RETURNS AND REPORTS REQUIRED TO HAVE BEEN
FILED BY THEM AND HAVE PAID OR CAUSED TO BE PAID ALL TAXES REQUIRED TO HAVE BEEN
PAID BY THEM, EXCEPT (A) TAXES THAT ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND FOR WHICH THE BORROWER OR SUCH SUBSIDIARY, AS
APPLICABLE, HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES OR (B) TO THE EXTENT
THAT THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
SECTION 3.10.
ERISA.
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR THAT, WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA EVENTS THAT HAVE
OCCURRED AND FOR WHICH LIABILITY IS REASONABLY EXPECTED TO BE INCURRED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
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.
NEITHER THE INFORMATION MEMORANDUM NOR ANY OF THE
OTHER REPORTS, FINANCIAL STATEMENTS, CERTIFICATES OR OTHER INFORMATION FURNISHED
BY OR ON BEHALF OF THE BORROWER OR ANY SUBSIDIARY 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.
Federal Reserve Regulations.
No part of the proceeds of any Loan
have been used or will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the Regulations of the Board, including
Regulations T, U and X.
SECTION 3.13.
Liens.
There are no Liens on any of the real or personal
properties of the Borrower or any Subsidiary except for Liens permitted by
Section 6.02.
SECTION 3.14.
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING.
SECTION 3.15.
NO BURDENSOME RESTRICTIONS.
ON THE DATE HEREOF, THE BORROWER IS
NOT SUBJECT TO ANY BURDENSOME RESTRICTIONS EXCEPT BURDENSOME RESTRICTIONS
PERMITTED UNDER SECTION 6.08.
SECTION 3.16.
INSURANCE.
THE BORROWER MAINTAINS, AND HAS CAUSED EACH
SUBSIDIARY TO MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES, INSURANCE ON ALL THEIR REAL AND PERSONAL PROPERTY IN SUCH AMOUNTS,
SUBJECT TO SUCH DEDUCTIBLES AND SELF-INSURANCE RETENTIONS AND COVERING SUCH
PROPERTIES AND RISKS AS ARE ADEQUATE AND CUSTOMARILY MAINTAINED BY COMPANIES
ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN