LIEN
THEREON (IN WHICH EVENT, ASSUMING NO DEFAULT EXISTS OR WOULD EXIST AFTER GIVING
EFFECT TO
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Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
62
such financing, the Security Agent shall not be required to have a Lien on the
assets securing such Debt) or (b) purchase or otherwise acquire (unless no
Default exists or would exist immediately thereafter) including, without
limitation, by way of share exchange, any part or amount of the capital stock or
assets of, or make any Investments in any other Person, except for stock,
obligations or securities received in settlement of debts owing to it created in
the ordinary course of business and Investments otherwise expressly permitted
under this Agreement.
SECTION 7.11.
FISCAL YEAR; ACCOUNTING CHANGES.
CHANGE ITS FISCAL YEAR
OR MAKE OR PERMIT ANY MATERIAL CHANGE IN ITS FINANCIAL ACCOUNTING POLICIES OR
PRACTICES, EXCEPT AS REQUIRED BY GAAP OR REGULATIONS OF THE SEC, IF APPLICABLE
OR MAKE OR PERMIT ANY MATERIAL CHANGE IN FINANCIAL ACCOUNTING POLICIES OR
FINANCIAL REPORTING PRACTICES AS THEY RELATE TO, OR IN CONNECTION WITH, ANY
CURRENT OR FUTURE SECURITIZATIONS, EXCEPT AS REQUIRED BY GAAP OR REGULATIONS OF
THE SEC, IF APPLICABLE (AND IN SUCH CASE, THE BORROWER SHALL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT OF THE NEED FOR SUCH CHANGE).
SECTION 7.12.
ERISA OBLIGATIONS.
(A)
MAINTAIN, SPONSOR, CONTRIBUTE TO
OR BECOME OBLIGATED TO CONTRIBUTE TO OR PERMIT ANY ERISA AFFILIATE TO BECOME
OBLIGATED TO CONTRIBUTE TO ANY PLAN.
(B)
PERMIT ANY WELFARE PLAN WHICH THE BORROWER MAINTAINS, SPONSORS,
CONTRIBUTES TO OR IS OBLIGATED TO CONTRIBUTE TO, TO PROVIDE POST-RETIREMENT
BENEFITS OTHER THAN (I) COVERAGE MANDATED BY APPLICABLE LAW, OR (II) DISABILITY
OR OTHER BENEFITS UNDER ANY WELFARE PLAN THAT HAVE BEEN FULLY PROVIDED FOR BY
PAID-UP INSURANCE OR OTHERWISE.
(C)
PERMIT THE BORROWER OR THE ASSETS OF THE BORROWER TO BECOME ASSETS
OF ANY EMPLOYEE BENEFIT PLAN, WHETHER BY OPERATION OF LAW OR UNDER REGULATIONS
PROMULGATED UNDER ERISA.
(D)
BE OR BECOME OBLIGATED TO THE PBGC OTHER THAN IN RESPECT OF ANNUAL
PREMIUM PAYMENTS NOT IN EXCESS OF $25,000.
(E)
BE, OR ENGAGE IN ANY PROHIBITED TRANSACTION WHICH COULD RESULT IN
THE BORROWER BECOMING, OR BECOME OBLIGATED TO THE IRS OR THE U.S. DEPARTMENT OF
LABOR WITH RESPECT TO EXCISE OR OTHER PENALTY TAXES PROVIDED FOR IN THOSE
PROVISIONS OF SECTION 4975 THE CODE OR ERISA, AS IN EFFECT OR HEREAFTER AMENDED
OR SUPPLEMENTED, IN EXCESS OF $25,000.
(F)
INCUR ANY LIABILITY OR OBLIGATION FOR, UNDER, WITH RESPECT TO, OR
OTHERWISE IN CONNECTION WITH, ANY PLAN, WHICH LIABILITY OR OBLIGATION ARISES
UNDER ERISA OR THE CODE, BY VIRTUE OF THE BORROWER OR ANY OF ITS SUBSIDIARIES
HAVING AN ERISA AFFILIATE, WHICH LIABILITY OR OBLIGATION, WHEN COMBINED WITH ALL
OTHER SUCH LIABILITIES AND OBLIGATIONS, IF ANY, EXCEEDS $25,000, OR ANY OTHER
EVENT OR CONDITION NOT IN THE ORDINARY COURSE OF BUSINESS SHALL OCCUR OR EXIST
WITH RESPECT TO A BENEFIT PLAN, PROVIDED THAT SUCH EVENT OR CONDITION, TOGETHER
WITH