Common use of Financial Statements; Solvency Clause in Contracts

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have has been furnished to the Banks (i) consolidated and consolidating balance sheets of the Borrower Parent and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods year then ended, certified by the Accountants. In addition, there have been furnished Xxxxxx Xxxxxxxx & Co. or an independent accounting firm of national standing acceptable to the Banks (the "Accountants"), (ii) unaudited consolidated balance sheets of the Borrower Parent and its Subsidiaries dated the Interim Balance Sheet Date and unaudited consolidated and consolidating statements of operations for the related period then ended, and (iii) unaudited consolidated balance sheets of KTI and its Subsidiaries dated the Interim KTI Balance Sheet Date and unaudited consolidated statements of operation operations for the fiscal quarter ending on the Interim Balance Sheet Dateperiod then ended. All said Said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports)GAAP, fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries Subsidiaries, on a consolidated basis basis, and KTI and its Subsidiaries, on a consolidated basis, as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower Borrowers, or of KTI and its Subsidiaries Subsidiaries, as of such dates involving material amounts, known to the officers of the Borrower Borrowers which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to thereto, as the Bankscase may be. (b) The Borrower and its Subsidiaries on a consolidated basis Borrowers (both before and after giving effect to the transactions contemplated by this Agreement, including the KTI Purchase) are and will be solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present present, in all material respects, the financial condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower or the Guarantor which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and 48 -42- expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets sheet of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations and cash flows for the fiscal periods year then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets sheet of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation operations and cash flows for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations and cash flows have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present present, in all material respects, the financial condition position of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower or the Guarantor, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis As of the Funding Date (both before and immediately after giving effect to the transactions contemplated by this Agreement) are Transactions to be consummated on such date), the Borrower on a consolidated basis is solvent (i.e., they have it has assets having a fair value in excess of the amount required to pay their its probable liabilities on their its existing debts as they become absolute and matured) and havehas, and expect expects to have, the ability to pay their its debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements 48 -42- of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present present, in all material respects, the financial condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower or the Guarantor which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have has been furnished to the Banks Bank a consolidated balance sheets sheet of the Borrower and its Subsidiaries dated the Balance Sheet Date Date, and a consolidated statements statement of operations for the fiscal periods year then ended, certified by the AccountantsBorrower's independent certified public accountants. In addition, there have There has also been furnished to the Banks Bank a consolidated unaudited balance sheets sheet of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said Such balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present the financial condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the dates date thereof and the results of operations for the periods period then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and or any of its Subsidiaries as of such dates involving material amounts, known to the officers of the Borrower which have not been disclosed in said balance sheets financial statements and the related notes thereto thereto. Since the Interim Balance Sheet Date, the Borrower and its Subsidiaries have not incurred any liabilities other than in the ordinary course of business or otherwise in writing to the Banksas permitted by (S)7.1 hereof. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are solvent (i.e.solvent, they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) , and have, and expect to will have, access to adequate capital for the conduct of their business and the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks Lenders consolidated balance sheets of the Borrower and its Subsidiaries Waste Management, Inc. dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountantsindependent auditors permitted under the U.S. Credit Agreement from time to time. In addition, there have been furnished to the Banks Lenders consolidated balance sheets of the Borrower Waste Management, Inc. and its Subsidiaries (including the Borrower) dated the Interim Balance Sheet Date and the related consolidated statements of operation operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present present, in all material respects, the financial condition of the Borrower and its Subsidiaries Waste Management, Inc. on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower Waste Management, Inc. and its Subsidiaries involving material amounts, known to the officers of any of the Borrower Obligors, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the BanksLenders. (b) The Borrower and its Subsidiaries Each of the Obligors on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are is solvent (i.e., they have it has assets having a fair value in excess of the amount required to pay their its probable liabilities on their its existing debts as they become absolute and matured) and havehas, and expect expects to have, the ability to pay their its debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower or Guarantor which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower Company and its Subsidiaries and Sanifill and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower Company and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the period of three (3) consecutive fiscal quarter quarters ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Borrower Company and its Subsidiaries or Sanifill and its Subsidiaries, on a consolidated basis basis, as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower Company and its Subsidiaries or Sanifill and its Subsidiaries involving material amounts, known to the officers of the Borrower Company and Sanifill which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower Company and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this AgreementAgreement including the Mid-American Acquisition and the Allied Acquisition) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks (i) consolidated balance sheets of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, (ii) cash flow statements, consolidated balance sheets and consolidated statements of income of City Management and its Subsidiaries dated June 30, 1997 for the fiscal year then ended and (iii) with respect to City Management and its Subsidiaries, a "Report on Audits of Financial Statements for the Consolidated Years Ended June 30, 1996" and a "Report on Audits of Financial Statements for the Consolidated Years Ended June 30, 1996" (the materials described in clauses (ii) and (iii) referred to herein as "City Management Financials"), in each case, with the exception of the materials described in clause (ii), certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and sheets, statements of operations and City Management Financials have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Borrower and its Subsidiaries or City Management and its Subsidiaries, as applicable, on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries or City Management and its Subsidiaries involving material amounts, known to the officers of the Borrower which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement, including the City Management Acquisition) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries and United and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries, and United and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Borrower and its Subsidiaries on a consolidated basis basis, or United and its Subsidiaries on a consolidated basis, as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries or United and its Subsidiaries involving material amounts, known to the officers of the Borrower or United which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis and United and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this AgreementAgreement including the United Merger) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, 51 -45- and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries and Old WMI and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries Subsidiaries, and Old WMI and its Subsidiaries, dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Borrower and its Subsidiaries on a consolidated basis basis, or Old WMI and its Subsidiaries on a consolidated basis, as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries or Old WMI and its Subsidiaries involving material amounts, known to the officers of the Borrower or Old WMI which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis and Old WMI and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this AgreementAgreement including the WMI Merger) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have has been furnished to the Banks (i) audited consolidated balance sheets financial statements of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then endedDate, certified by the Accountants. In addition, there have been furnished Arthxx Xxxexxxx XXX or other independent accounting firm of national standing reasonably acceptable to the Banks (the "Accountants"), (ii) unaudited consolidated balance sheets financial statements of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Company Balance Sheet Date, and (iii) forecasted consolidated financial statements, taking into account the Astrotech Merger, dated June 30, 1997. All said balance sheets and Said financial statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent that GAAP is applicable to interim unaudited reports), fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Subsidiaries, or (to the best knowledge of the Borrower after due inquiry) Astrotech and its subsidiaries, as the case may be, on a consolidated basis basis, as at the close of business on the dates date thereof and the results of operations for the periods period then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower Astrotech and its Subsidiaries subsidiaries involving material amounts, known to the officers of the Borrower, or of the Borrower and its Subsidiaries which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Credit Agreement, including the Astrotech Merger) are and will be solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks Lenders consolidated balance sheets of the Borrower and its Subsidiaries Waste Management, Inc. dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountantsindependent auditors permitted under the U.S. Credit Agreement from time to time. In addition, there have been furnished to the Banks Lenders consolidated balance sheets of the Borrower Waste Management, Inc. and its Subsidiaries (including the Borrower) dated the Interim Balance Sheet Date and the related consolidated statements of operation operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present present, in all material respects, the financial condition of the Borrower and its Subsidiaries Waste Management, Inc. on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower Waste Management, Inc. and its Subsidiaries involving material amounts, known to the officers of any of the Borrower Obligors, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the BanksLenders. (b) The Borrower and its Subsidiaries Each of the Obligors on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are is solvent (i.e., they have it has assets having a fair value in excess of the amount required to pay their its probable liabilities on their its existing debts as they become absolute and matured) and havehas, and expect expects to have, the ability to pay their its debts from time to time incurred in connection therewith as such debts mature.. Since the Balance Sheet Date, there have been no material adverse changes in the consolidated financial condition, business, assets or liabilities (contingent or otherwise) of Waste Management, Inc. and its Subsidiaries, taken as a whole, other than changes in the ordinary course of business which have not had a Material Adverse Effect. Each of the Obligors possess all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted (other than those the absence of which would not have a Material Adverse Effect) without known conflict with any rights of others other than a conflict which would not have a Material Adverse Effect. Except as disclosed in Schedule 6.7 of the U.S. Credit Agreement, as such Schedule exists at the date of this Agreement, or in the Disclosure Documents, there are no actions, suits, proceedings or investigations of any kind pending or, to the knowledge of the Obligors, threatened against the Obligors before any court, tribunal or administrative agency or board which, either in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of the Obligors is subject to any restriction in its Constating Documents, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of such Obligor’s officers has or could reasonably be expected in the future to have a Material Adverse Effect. None of the Obligors is a party to any contract or agreement which in the judgment of such Obligor’s officers has or could reasonably be expected to have any Material Adverse Effect, except as otherwise reflected in adequate reserves as required by GAAP. None of the Obligor is (a) violating any provision of its Constating Documents, or (b) violating any agreement or instrument to which any of them may be subject or by which any of them or any of their properties may be bound or any decree, order, judgment, or any statute, license, rule or regulation, in a manner which could (in the case of such agreements or such instruments) reasonably be expected to result in a Material Adverse Effect. Each of the Obligors have filed all federal, state, provincial and territorial income and all other tax returns, reports and declarations (or obtained extensions with respect