assets of all such underfunded Plans.
(B)
CANADIAN PENSION AND BENEFIT PLAN MATTERS. CANADIAN PENSION PLANS
ARE DULY REGISTERED UNDER THE INCOME TAX ACT (CANADA) AND ALL OTHER APPLICABLE
LAWS WHICH REQUIRE REGISTRATION AND NO EVENT HAS OCCURRED WHICH IS REASONABLY
LIKELY TO CAUSE THE LOSS OF SUCH REGISTERED STATUS. ALL CANADIAN PENSION PLANS
AND CANADIAN BENEFIT PLANS ARE AND HAVE BEEN ESTABLISHED, OPERATED AND
ADMINISTERED, IN ALL MATERIAL RESPECTS, IN COMPLIANCE WITH APPLICABLE LAWS AND
THE TERMS OF SUCH PLANS (INCLUDING ANY APPLICABLE COLLECTIVE AGREEMENTS) AND
THERE ARE NO OUTSTANDING MATERIAL DEFAULTS OR VIOLATIONS THEREUNDER. NONE OF THE
LOAN PARTIES HAS RECEIVED A NOTICE FROM ANY REGULATOR CONCERNING A WIND UP OR
POTENTIAL WIND UP, IN WHOLE OR IN PART, IN RESPECT OF ANY CANADIAN PENSION PLAN.
ALL MATERIAL OBLIGATIONS OF ANY LOAN PARTY (INCLUDING FIDUCIARY, FUNDING,
INVESTMENT AND ADMINISTRATION OBLIGATIONS) REQUIRED TO BE PERFORMED IN
CONNECTION WITH THE CANADIAN PENSION PLANS AND THE FUNDING AGREEMENTS THEREFOR
HAVE BEEN PERFORMED IN A TIMELY FASHION. THERE ARE NO OUTSTANDING SUITS, ACTIONS
CLAIMS OR PROCEEDINGS CONCERNING THE ASSETS OF THE CANADIAN PENSION PLANS OR THE
CANADIAN BENEFIT PLANS AND TO THE LOAN PARTIES' KNOWLEDGE NONE ARE REASONABLY
EXPECTED TO BE ASSERTED AGAINST ANY CANADIAN PENSION PLAN OR CANADIAN BENEFIT
PLAN OR THE ASSETS OF ANY CANADIAN PENSION PLAN OR CANADIAN BENEFIT PLAN. EACH
OF THE CANADIAN PENSION PLANS IS FULLY FUNDED ON A SOLVENCY BASIS AND ON A GOING
CONCERN BASIS (USING ACTUARIAL METHODS AND ASSUMPTIONS WHICH ARE CONSISTENT WITH
THE VALUATIONS LAST FILED WITH THE APPLICABLE GOVERNMENTAL AUTHORITIES AND WHICH
ARE CONSISTENT WITH GENERALLY ACCEPTED ACTUARIAL PRINCIPLES). ALL EMPLOYER AND
EMPLOYEE PAYMENTS, CONTRIBUTIONS AND PREMIUMS TO BE REMITTED, PAID TO OR IN
RESPECT OF EACH CANADIAN PENSION PLAN OR CANADIAN BENEFIT PLAN HAVE BEEN
REMITTED OR PAID IN A TIMELY FASHION IN ACCORDANCE WITH THE TERMS THEREOF, ANY
FUNDING AGREEMENT AND ALL APPLICABLE LAWS. THE CANADIAN BORROWER DOES NOT EMPLOY
ANY EMPLOYEES OUTSIDE OF CANADA. ALL POST-RETIREMENT BENEFITS, IF ANY, UNDER ANY
CANADIAN BENEFIT PLAN, HAVE BEEN PROPERLY SET OUT IN THE APPLICABLE LOAN PARTY'S
FINANCIAL STATEMENTS.
SECTION 3.11
Disclosure. The Borrowers and Holdings have disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any Subsidiary is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be
65
expected to result in a Material Adverse Effect. None of the reports, financial
statements, certificates or other information furnished by or on behalf of the
any Loan Party to either Administrative Agent or any Lender in connection with
the negotiation of this Agreement or any other Loan Document (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, taken as a whole, in the light of the circumstances under
which they were made, not misleading; provided that, with respect to projected
financial information, the Borrowers and Holdings represent only