TO RESULT IN A MATERIAL
ADVERSE EFFECT.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE BORROWER
AND ITS SUBSIDIARIES IN RESPECT OF TAXES AND OTHER GOVERNMENTAL CHARGES ARE, IN
THE REASONABLE OPINION OF THE BORROWER, ADEQUATE.
NO TAX LIEN HAS BEEN FILED
AND, TO THE KNOWLEDGE OF THE BORROWER, NO CLAIM IS BEING ASSERTED WITH RESPECT
TO ANY SUCH TAX OR OTHER SUCH GOVERNMENTAL CHARGE.
SECTION 7.10
ERISA.
(A)
THE BORROWER, THE SUBSIDIARIES AND EACH
ERISA AFFILIATE HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH ERISA AND, WHERE
APPLICABLE, THE CODE REGARDING EACH PLAN.
(B)
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 REASONABLY BE EXPECTED TO 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.
(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.
(E)
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.
NONE 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
50
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