NOR ERISA AFFILIATE HAS FAILED TO MAKE ANY CONTRIBUTION OR PAY ANY AMOUNT DUE AS
REQUIRED BY EITHER SECTION 412 OF THE IRC OR SECTION 302 OF ERISA OR THE TERMS
OF ANY TITLE IV PLAN AND (III) NEITHER ANY CREDIT PARTY NOR ERISA AFFILIATE HAS
ENGAGED IN A NON-EXEMPT "PROHIBITED TRANSACTION," AS DEFINED IN SECTION 406 OF
ERISA AND SECTION 4975 OF THE IRC, IN CONNECTION WITH ANY PLAN, THAT WOULD
SUBJECT ANY CREDIT PARTY TO A TAX ON PROHIBITED TRANSACTIONS IMPOSED BY SECTION
502(I) OF ERISA OR SECTION 4975 OF THE IRC.
53
(B)
EXCEPT AS SET FORTH IN SCHEDULE 5.14: (I) NO TITLE IV
PLAN HAS ANY UNFUNDED PENSION LIABILITY; (II) NO ERISA EVENT OR EVENT DESCRIBED
IN SECTION 4062(E) OF ERISA WITH RESPECT TO ANY TITLE IV PLAN HAS OCCURRED OR IS
REASONABLY EXPECTED TO OCCUR; (III) THERE ARE NO PENDING, OR TO THE KNOWLEDGE OF
ANY RESPONSIBLE OFFICER OF BORROWER, THREATENED CLAIMS (OTHER THAN CLAIMS FOR
BENEFITS IN THE NORMAL COURSE), SANCTIONS, ACTIONS OR LAWSUITS, ASSERTED OR
INSTITUTED AGAINST ANY PLAN OR ANY PERSON AS FIDUCIARY OR SPONSOR OF ANY PLAN
THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; (IV) NO
CREDIT PARTY OR ERISA AFFILIATE HAS INCURRED OR REASONABLY EXPECTS TO INCUR A
MATERIAL LIABILITY AS A RESULT OF A COMPLETE OR PARTIAL WITHDRAWAL FROM A
MULTIEMPLOYER PLAN; AND (V) WITHIN THE LAST FIVE YEARS NO TITLE IV PLAN OF ANY
CREDIT PARTY OR ERISA AFFILIATE HAS BEEN TERMINATED, WHETHER OR NOT IN A
"STANDARD TERMINATION" AS THAT TERM IS USED IN SECTION 4041(B)(1) OF ERISA.
(C)
(I)
EXCEPT AS WOULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EACH FOREIGN
PENSION PLAN IS IN COMPLIANCE AND IN GOOD STANDING (TO THE EXTENT SUCH CONCEPT
EXISTS IN THE RELEVANT JURISDICTION) IN ALL MATERIAL RESPECTS WITH ALL LAWS,
REGULATIONS AND RULES APPLICABLE THERETO, INCLUDING ALL FUNDING REQUIREMENTS,
AND THE RESPECTIVE REQUIREMENTS OF THE GOVERNING DOCUMENTS FOR SUCH FOREIGN
PENSION PLAN; (II) WITH RESPECT TO EACH FOREIGN PENSION PLAN MAINTAINED OR
CONTRIBUTED TO BY ANY CREDIT PARTY OR ANY SUBSIDIARY OF A CREDIT PARTY, (A) THAT
IS REQUIRED BY APPLICABLE LAW TO BE FUNDED IN A TRUST OR OTHER FUNDING VEHICLE,
SUCH FOREIGN PENSION PLAN IS IN COMPLIANCE WITH APPLICABLE LAW REGARDING FUNDING
REQUIREMENTS EXCEPT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND (B) THAT IS
NOT REQUIRED BY APPLICABLE LAW TO BE FUNDED IN A TRUST OR OTHER FUNDING VEHICLE,
REASONABLE RESERVES HAVE BEEN ESTABLISHED WHERE REQUIRED BY ORDINARY ACCOUNTING
PRACTICES IN THE JURISDICTION IN WHICH SUCH FOREIGN PENSION PLAN IS MAINTAINED;
AND (III) NO ACTIONS OR PROCEEDINGS HAVE BEEN TAKEN OR INSTITUTED TO TERMINATE
OR WIND-UP A FOREIGN PENSION PLAN WITH RESPECT TO WHICH THE CREDIT PARTIES OR
ANY SUBSIDIARY OF A CREDIT PARTY COULD REASONABLY BE EXPECTED TO HAVE ANY
MATERIAL LIABILITY.
5.15.
Brokers.
No broker or finder acting on behalf of
any Credit Party or Affiliate thereof brought about the obtaining, making or
closing of the