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 $1,000,000 THE FAIR
MARKET VALUE OF THE ASSETS OF ALL SUCH UNDERFUNDED PLANS.
(XII)
AS OF THE CLOSING DATE, THE PARENT HAS
DISCLOSED TO THE CREDIT PARTIES ALL AGREEMENTS, INSTRUMENTS AND CORPORATE OR
OTHER RESTRICTIONS TO WHICH IT IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO IT,
THAT, INDIVIDUALLY OR IN THE AGGREGATE, WOULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
NONE OF THE REPORTS, FINANCIAL STATEMENTS,
CERTIFICATES OR OTHER INFORMATION (OTHER THAN THE PROJECTIONS, BUDGETS OR OTHER
ESTIMATES, OR INFORMATION OF A GENERAL ECONOMIC OR INDUSTRY NATURE CONCERNING
ANY HOLDING COMPANY, PARENT, THE BORROWER, OR ANY SUBSIDIARY) FURNISHED BY OR ON
BEHALF OF THE PARENT TO ANY CREDIT PARTY IN CONNECTION WITH THE NEGOTIATION OF
THE LOAN DOCUMENTS OR DELIVERED THEREUNDER (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 MATERIALLY MISLEADING,
PROVIDED THAT, WITH RESPECT TO PROJECTED FINANCIAL INFORMATION, THE PARENT
REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON
ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME THEY WERE MADE, IT BEING
UNDERSTOOD THAT PROJECTIONS BY THEIR NATURE ARE UNCERTAIN AND NO ASSURANCE IS
BEING GIVEN THAT THE RESULTS REFLECTED IN SUCH PROJECTED FINANCIAL INFORMATION
WILL BE ACHIEVED.
(XIII)
EXCEPT FOR THE DISCLOSED MATTERS AND EXCEPT AS
WOULD NOT BE REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT, (A) THERE
ARE NO STRIKES, LOCKOUTS OR SLOWDOWNS AGAINST THE PARENT PENDING OR, TO THE
KNOWLEDGE OF THE PARENT, THREATENED, (B) THE HOURS WORKED BY AND PAYMENTS MADE
TO EMPLOYEES OF THE PARENT HAVE NOT BEEN IN VIOLATION OF THE FAIR LABOR
STANDARDS ACT OR ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN LAW
DEALING WITH SUCH MATTERS, EXCEPT WHERE ANY SUCH VIOLATIONS, INDIVIDUALLY AND IN
THE AGGREGATE, WOULD NOT BE REASONABLY LIKELY TO
RESULT IN A MATERIAL ADVERSE EFFECT, (C) ALL MATERIAL PAYMENTS DUE FROM THE
PARENT, OR FOR WHICH ANY CLAIM MAY BE MADE AGAINST THE PARENT, ON ACCOUNT OF
WAGES AND EMPLOYEE HEALTH AND WELFARE INSURANCE AND OTHER BENEFITS, HAVE BEEN
PAID OR ACCRUED AS A LIABILITY ON THE BOOKS OF THE PARENT AND (D) THE
CONSUMMATION OF THE TRANSACTIONS WILL NOT GIVE RISE TO ANY RIGHT OF TERMINATION
OR RIGHT OF RENEGOTIATION ON THE PART OF ANY UNION UNDER ANY COLLECTIVE
BARGAINING AGREEMENT TO WHICH THE PARENT IS BOUND.
(XIV)
IMMEDIATELY AFTER THE CONSUMMATION OF EACH
TRANSACTION ON THE CLOSING DATE (ASSUMING THE REDEMPTION HAS OCCURRED ON THE
CLOSING DATE), (A) THE FAIR VALUE OF THE ASSETS OF THE PARENT, TAKEN AS A WHOLE,
AT A FAIR VALUATION, WILL EXCEED ITS DEBTS AND LIABILITIES, SUBORDINATED,
CONTINGENT OR OTHERWISE, (B) THE