TO MAKE THE STATEMENTS CONTAINED THEREIN,
TAKEN AS A WHOLE, NOT MATERIALLY MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH SUCH STATEMENTS WERE MADE.
(D)
THE 2011 PROJECTIONS AND ESTIMATES AND INFORMATION OF A
GENERAL ECONOMIC NATURE PREPARED BY OR ON BEHALF OF THE BORROWERS OR ANY OF
THEIR REPRESENTATIVES AND THAT HAVE BEEN MADE AVAILABLE TO ANY LENDERS OR THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY (I)
HAVE BEEN PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED BY THE
BORROWERS TO BE REASONABLE AS OF THE DATE THEREOF (IT BEING UNDERSTOOD THAT
ACTUAL RESULTS MAY VARY MATERIALLY FROM THE 2011 PROJECTIONS), AS OF THE DATE
SUCH 2011 PROJECTIONS AND ESTIMATES WERE FURNISHED TO THE LENDERS AND AS OF THE
AMENDMENT EFFECTIVE DATE, AND (II) AS OF THE AMENDMENT EFFECTIVE DATE, HAVE NOT
BEEN MODIFIED IN ANY MATERIAL RESPECT BY THE BORROWERS.
SECTION 3.15. EMPLOYEE BENEFIT PLANS
(A)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE
AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT:
(I) EACH PLAN IS IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA AND THE CODE;
(II) NO REPORTABLE EVENT HAS OCCURRED DURING THE PAST FIVE YEARS AS TO WHICH THE
BORROWERS, HOLDINGS, ANY OF THEIR SUBSIDIARIES OR ANY ERISA AFFILIATE WAS
REQUIRED TO FILE A REPORT WITH THE PBGC, OTHER THAN REPORTS THAT HAVE BEEN
FILED; (III) NO PLAN HAS ANY UNFUNDED PENSION LIABILITY IN EXCESS OF
$50 MILLION; (IV) NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR; AND (V) NONE OF THE BORROWERS, HOLDINGS, THE SUBSIDIARIES AND THE ERISA
AFFILIATES (A) HAS RECEIVED ANY WRITTEN NOTIFICATION THAT ANY MULTIEMPLOYER PLAN
IS IN REORGANIZATION OR HAS BEEN TERMINATED WITHIN THE MEANING OF TITLE IV OF
ERISA, OR HAS KNOWLEDGE THAT ANY MULTIEMPLOYER PLAN IS REASONABLY EXPECTED TO BE
IN REORGANIZATION OR TO BE TERMINATED OR (B) HAS INCURRED OR IS REASONABLY
EXPECTED TO INCUR ANY WITHDRAWAL LIABILITY TO ANY MULTIEMPLOYER PLAN.
(B)
EACH OF HOLDINGS, THE BORROWERS AND THE SUBSIDIARIES IS IN
COMPLIANCE (I) WITH ALL APPLICABLE PROVISIONS OF LAW AND ALL APPLICABLE
REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER WITH RESPECT TO ANY
EMPLOYEE PENSION BENEFIT PLAN OR OTHER EMPLOYEE BENEFIT PLAN GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE UNITED STATES AND (II) WITH THE TERMS OF
ANY SUCH PLAN, EXCEPT, IN EACH CASE, FOR SUCH NONCOMPLIANCE THAT WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.16. ENVIRONMENTAL MATTERS
.
Except as set forth in Schedule 3.16
and except as to matters that would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect:
(i) no written notice, request for information, order,
complaint or penalty has been received by the Borrowers or any of their
Subsidiaries, and there are no judicial, administrative or other actions, suits
or proceedings pending or, to such Borrower's knowledge, threatened which allege
a violation of or liability under any Environmental Laws, in each case relating
to the Borrowers