OR CAUSE TO BE PAID THAT
WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.10
ERISA.
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR THAT, WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA EVENTS FOR WHICH
LIABILITY TO THE BORROWER OR THE SUBSIDIARIES IS REASONABLY EXPECTED TO OCCUR,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
THE
PRESENT VALUE OF ALL ACCUMULATED BENEFIT OBLIGATIONS UNDER ALL 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 FINANCIAL STATEMENTS
REFLECTING SUCH AMOUNTS, EXCEED THE FAIR MARKET VALUE OF THE ASSETS OF SUCH
PLANS, EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
SECTION 3.11
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE LENDERS ALL
AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH THE PARENT,
THE 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.
ON THE DATE AS OF WHICH SUCH
INFORMATION IS DATED OR CERTIFIED (OR IF NOT DATED OR CERTIFIED, AS OF THE DATE
SUCH INFORMATION WAS FURNISHED) NONE OF THE INFORMATION MATERIALS, AS MODIFIED
OR SUPPLEMENTED BY OTHER INFORMATION FURNISHED BY OR ON BEHALF OF ANY LOAN PARTY
TO THE ADMINISTRATIVE AGENT OR ANY LENDER PRIOR TO THE CLOSING DATE CONTAINS ANY
MATERIAL MISSTATEMENT OF FACT WHICH MAKES SUCH INFORMATION MISLEADING IN ANY
MATERIAL RESPECT AT SUCH TIME IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH
INFORMATION WAS PROVIDED NOR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS THEREIN, AT SUCH TIME IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH SUCH INFORMATION WAS PROVIDED, NOT MISLEADING IN ANY MATERIAL RESPECT (IN
EACH CASE, TAKEN AS A WHOLE), PROVIDED THAT, WITH RESPECT TO PROJECTED FINANCIAL
INFORMATION, THE BORROWER REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN
GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME SUCH
PROJECTIONS WERE PREPARED.
SECTION 3.12
SUBSIDIARIES.
THE PARENT DOES NOT AS OF THE CLOSING DATE HAVE ANY
SUBSIDIARIES OTHER THAN THE BORROWER AND THE SUBSIDIARIES.
SCHEDULE 3.12 IS A
COMPLETE AND CORRECT LIST OF THE SUBSIDIARIES AS OF THE DATE HEREOF, TOGETHER
WITH, FOR EACH SUBSIDIARY, (A) THE JURISDICTION OF ORGANIZATION OF SUCH
SUBSIDIARY, (B) EACH PERSON HOLDING OWNERSHIP INTERESTS IN SUCH SUBSIDIARY AND
(C) THE NATURE OF THE OWNERSHIP INTERESTS HELD BY EACH SUCH PERSON AND THE
PERCENTAGE OF OWNERSHIP OF SUCH SUBSIDIARY REPRESENTED BY SUCH OWNERSHIP
INTERESTS.
EXCEPT AS DISCLOSED IN SCHEDULE 3.12, AS OF THE CLOSING DATE (X)
EACH OF THE PARENT, THE BORROWER AND THE SUBSIDIARIES OWNS, FREE AND CLEAR OF
LIENS (OTHER THAN LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS), AND HAS THE
UNENCUMBERED RIGHT TO VOTE, ALL OUTSTANDING OWNERSHIP INTERESTS IN EACH PERSON
SHOWN TO BE HELD BY IT IN SCHEDULE 3.12, (Y) ALL