DISCLOSED ON SCHEDULE 7.10, EACH PLAN IS, AND HAS BEEN,
ESTABLISHED AND MAINTAINED IN SUBSTANTIAL COMPLIANCE WITH ITS TERMS, ERISA AND,
WHERE APPLICABLE, THE CODE.
(C)
NO ACT, OMISSION OR TRANSACTION HAS OCCURRED WHICH COULD RESULT IN
IMPOSITION ON THE BORROWER, ANY SUBSIDIARY OR ANY ERISA AFFILIATE (WHETHER
DIRECTLY OR INDIRECTLY) OF (I) EITHER A CIVIL PENALTY ASSESSED PURSUANT TO
SUBSECTIONS (C), (I), (L) OR (M) OF SECTION 502 OF ERISA OR A TAX IMPOSED
PURSUANT TO CHAPTER 43 OF SUBTITLE D OF THE CODE OR (II) BREACH OF FIDUCIARY
DUTY LIABILITY DAMAGES UNDER SECTION 409 OF ERISA, EXCEPT AS WHERE SUCH PENALTY
OR DAMAGES WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(D)
FULL PAYMENT WHEN DUE HAS BEEN MADE OF ALL AMOUNTS WHICH THE
BORROWER, THE SUBSIDIARIES OR ANY ERISA AFFILIATE IS REQUIRED UNDER THE TERMS OF
EACH PLAN OR APPLICABLE LAW TO HAVE PAID AS CONTRIBUTIONS TO SUCH PLAN AS OF THE
DATE HEREOF, EXCEPT WHERE A FAILURE WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
(E)
EXCEPT AS DISCLOSED IN SCHEDULE 7.10, NEITHER THE BORROWER, THE
SUBSIDIARIES NOR ANY ERISA AFFILIATE SPONSORS, MAINTAINS, OR CONTRIBUTES TO AN
EMPLOYEE WELFARE BENEFIT PLAN, AS DEFINED IN SECTION 3(1) OF ERISA, INCLUDING,
WITHOUT LIMITATION, ANY SUCH PLAN MAINTAINED TO PROVIDE BENEFITS TO FORMER
EMPLOYEES OF SUCH ENTITIES, THAT MAY NOT BE TERMINATED BY THE BORROWER, A
SUBSIDIARY OR ANY ERISA AFFILIATE IN ITS SOLE DISCRETION AT ANY TIME WITHOUT ANY
MATERIAL LIABILITY.
(F)
NEITHER THE BORROWER, THE SUBSIDIARIES NOR ANY ERISA AFFILIATE
SPONSORS, MAINTAINS OR CONTRIBUTES TO, OR HAS AT ANY TIME IN THE SIX-YEAR PERIOD
PRECEDING THE DATE HEREOF SPONSORED, MAINTAINED OR CONTRIBUTED TO, ANY EMPLOYEE
PENSION BENEFIT PLAN, AS DEFINED IN SECTION 3(2) OF ERISA, THAT IS SUBJECT TO
TITLE IV OF ERISA, SECTION 302 OF ERISA OR SECTION 412 OF THE CODE.
SECTION 7.11
DISCLOSURE; NO MATERIAL MISSTATEMENTS.
THE BORROWER HAS
DISCLOSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS ALL AGREEMENTS,
INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH IT OR ANY OF ITS
SUBSIDIARIES IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO IT, THAT, INDIVIDUALLY
OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
NEITHER THE INFORMATION MEMORANDUM NOR ANY OF THE OTHER
REPORTS, FINANCIAL STATEMENTS, CERTIFICATES OR OTHER INFORMATION FURNISHED BY OR
ON BEHALF OF THE BORROWER OR ANY SUBSIDIARY TO THE ADMINISTRATIVE AGENT OR ANY
LENDER OR ANY OF THEIR AFFILIATES IN CONNECTION WITH THE NEGOTIATION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR DELIVERED HEREUNDER OR UNDER 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, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING; 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.
THERE IS NO FACT PECULIAR