PARTY WITH
RESPECT THERETO; AND INSTRUMENTS AND AGREEMENTS EVIDENCING THE ISSUANCE OF ANY
EQUITY SECURITIES, WARRANTS, RIGHTS OR OPTIONS TO PURCHASE EQUITY SECURITIES OF
SUCH CREDIT PARTY.
3.19.
INSURANCE.
EACH CREDIT PARTY REPRESENTS AND WARRANTS THAT IT AND
EACH OF ITS SUBSIDIARIES CURRENTLY MAINTAINS IN GOOD REPAIR, WORKING ORDER AND
CONDITION ALL MATERIAL PROPERTIES, IF ANY, AS SET FORTH IN SECTION 4.2 AND
MAINTAINS ALL INSURANCE DESCRIBED IN SUCH SECTION.
SCHEDULE 3.19 LISTS ALL
INSURANCE POLICIES MAINTAINED, AS OF THE CLOSING DATE, FOR CURRENT OCCURRENCES
BY EACH CREDIT PARTY.
3.20.
TAXES AND TAX RETURNS.
(A)
AS OF THE CLOSING DATE, (I) ALL TAX RETURNS REQUIRED TO BE FILED
BY THE CREDIT PARTIES HAVE BEEN TIMELY AND PROPERLY FILED AND (II) ALL TAXES
THAT ARE DUE (OTHER THAN TAXES BEING OR ABOUT TO BE CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED FOR
IN ACCORDANCE WITH GAAP) HAVE BEEN PAID, EXCEPT WHERE THE FAILURE TO FILE TAX
RETURNS OR PAY TAXES WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
NO GOVERNMENTAL
AUTHORITY HAS ASSERTED ANY CLAIM FOR TAXES, OR TO ANY CREDIT PARTY'S KNOWLEDGE,
HAS THREATENED TO ASSERT ANY CLAIM FOR TAXES THAT WOULD, IF NOT PAID BY A CREDIT
PARTY, HAVE A MATERIAL ADVERSE EFFECT.
ALL TAXES REQUIRED BY LAW TO BE WITHHELD
OR COLLECTED AND REMITTED (INCLUDING, WITHOUT LIMITATION, INCOME TAX,
UNEMPLOYMENT INSURANCE AND WORKMEN'S COMPENSATION PREMIUMS) WITH RESPECT TO THE
CREDIT PARTIES HAVE BEEN WITHHELD OR COLLECTED AND PAID TO THE APPROPRIATE
GOVERNMENTAL AUTHORITIES (OR ARE PROPERLY BEING HELD FOR SUCH PAYMENT), EXCEPT
FOR AMOUNTS THE NONPAYMENT OF WHICH WOULD NOT BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
(B)
NONE OF THE CREDIT PARTIES HAS BEEN NOTIFIED THAT EITHER THE IRS,
OR ANY OTHER GOVERNMENTAL AUTHORITY, HAS RAISED, OR INTENDS TO RAISE, ANY
ADJUSTMENTS WITH RESPECT TO TAXES OF THE CREDIT PARTIES, WHICH ADJUSTMENTS WOULD
BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
IT IS NOT NECESSARY THAT THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
BE FILED, REGISTERED, RECORDED OR ENROLLED IN CONNECTION WITH ANY TAXES WITH ANY
COURT, PUBLIC OFFICE OR OTHER AUTHORITY IN ANY JURISDICTION OR THAT ANY AD
VALOREM STAMP DUTY, STAMP DUTY, DOCUMENTARY, REGISTRATION OR SIMILAR TAX OR DUTY
BE PAID ON THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
3.21.
SENIOR INDEBTEDNESS AND DESIGNATED SENIOR INDEBTEDNESS.
THIS
AGREEMENT, THE CREDIT FACILITIES CREATED HEREUNDER AND ALL PRESENT AND FUTURE
OBLIGATIONS CONSTITUTE THE "SENIOR CREDIT FACILITY," "SENIOR INDEBTEDNESS,"
"SECURED INDEBTEDNESS," "SUBSIDIARY GUARANTOR SENIOR INDEBTEDNESS" AND
"DESIGNATED SENIOR INDEBTEDNESS," AS APPLICABLE, UNDER AND AS SUCH TERMS ARE
DEFINED IN THE 2003 SENIOR SECURED DEBT DOCUMENTS, THE 2002 SENIOR DEBT
DOCUMENTS, THE
34
MEZZANINE DEBT DOCUMENTS, THE FEBRUARY 2003 SENIOR SUBORDINATED DEBT DOCUMENTS,
THE SENIOR SUBORDINATED DEBT DOCUMENTS AND ANY OTHER SUBORDINATED DEBT
DOCUMENTS.
WITHOUT LIMITING THE FOREGOING, ALL PRESENT AND FUTURE OBLIGATIONS
ARE HEREBY DESIGNATED AS "SENIOR INDEBTEDNESS" AND "DESIGNATED SENIOR
INDEBTEDNESS" IN EACH CASE AS SUCH TERMS ARE USED IN