THE FAIR MARKET VALUE OF THE ASSETS OF
SUCH PLAN INDIVIDUALLY, AND THE PRESENT VALUE OF ALL ACCUMULATED BENEFIT
OBLIGATIONS OF ALL UNDERFUNDED
70
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 AUDITED
FINANCIAL STATEMENTS REFLECTING SUCH AMOUNTS, EXCEED BY MORE THAN $28,000,000
THE FAIR MARKET VALUE OF THE ASSETS OF ALL SUCH UNDERFUNDED PLANS.
SECTION 3.11. DISCLOSURE. THE PARENT BORROWER HAS DISCLOSED TO THE LENDERS ALL
AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH THE PARENT
BORROWER OR ANY OF THE SUBSIDIARIES IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO
ANY OF THEM, THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT. THE REPORTS, FINANCIAL
STATEMENTS, CERTIFICATES AND OTHER WRITTEN INFORMATION FURNISHED BY OR ON BEHALF
OF ANY LOAN PARTY TO ANY AGENT, EITHER ARRANGER OR ANY LENDER IN CONNECTION WITH
THE NEGOTIATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR DELIVERED
HEREUNDER OR THEREUNDER (AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO
FURNISHED), WHEN MADE OR DELIVERED, DID NOT CONTAIN ANY MATERIAL MISSTATEMENT OF
FACT OR OMIT 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
PARENT BORROWER REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH
BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME.
SECTION 3.12. SUBSIDIARIES. SCHEDULE 3.12 SETS FORTH THE NAME OF, THE
JURISDICTION OF ORGANIZATION OF, AND THE DIRECT OR INDIRECT OWNERSHIP INTEREST
OF THE PARENT BORROWER IN, EACH SUBSIDIARY OF THE PARENT BORROWER AND IDENTIFIES
EACH SUBSIDIARY THAT IS A LOAN PARTY, IN EACH CASE AS OF THE EFFECTIVE DATE.
SECTION 3.13. INSURANCE. SCHEDULE 3.13 SETS FORTH A DESCRIPTION OF ALL INSURANCE
MAINTAINED BY OR ON BEHALF OF THE PARENT BORROWER AND THE SUBSIDIARIES AS OF THE
EFFECTIVE DATE. AS OF THE EFFECTIVE DATE, ALL PREMIUMS THAT ARE DUE AND PAYABLE
IN RESPECT OF SUCH INSURANCE HAVE BEEN PAID. THE PARENT BORROWER BELIEVES THAT
THE INSURANCE MAINTAINED BY OR ON BEHALF OF THE PARENT BORROWER AND THE
SUBSIDIARIES IS ADEQUATE.
SECTION 3.14. LABOR MATTERS. AS OF THE EFFECTIVE DATE, THERE ARE NO STRIKES,
LOCKOUTS OR SLOWDOWNS AGAINST THE PARENT BORROWER OR ANY SUBSIDIARY PENDING OR,
TO THE KNOWLEDGE OF THE PARENT BORROWER, THREATENED THAT COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT. ALL MATERIAL PAYMENTS DUE FROM
THE PARENT BORROWER OR ANY SUBSIDIARY, OR FOR WHICH ANY CLAIM MAY BE MADE
AGAINST THE PARENT BORROWER OR ANY SUBSIDIARY, 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 BORROWER OR SUCH SUBSIDIARY. 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