VIOLATION OF THE FAIR LABOR
STANDARDS ACT OR ANY OTHER APPLICABLE REQUIREMENT OF LAW DEALING WITH SUCH
MATTERS; AND (C) ALL PAYMENTS DUE FROM ANY GROUP MEMBER ON ACCOUNT OF
70
EMPLOYEE HEALTH AND WELFARE INSURANCE HAVE BEEN PAID OR ACCRUED AS A LIABILITY
ON THE BOOKS OF THE RELEVANT GROUP MEMBER.
5.13.
ERISA.
EXCEPT AS, IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
(A) NEITHER A REPORTABLE EVENT NOR
AN "ACCUMULATED FUNDING DEFICIENCY" (WITHIN THE MEANING OF SECTION 412 OF THE
CODE OR SECTION 302 OF ERISA) HAS OCCURRED DURING THE FIVE-YEAR PERIOD PRIOR TO
THE DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE WITH RESPECT TO ANY
PLAN, AND EACH PLAN HAS COMPLIED IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
PROVISIONS OF ERISA AND THE CODE; (B) NO TERMINATION OF A SINGLE EMPLOYER PLAN
HAS OCCURRED, AND NO LIEN IN FAVOR OF THE PBGC OR A PLAN HAS ARISEN, DURING SUCH
FIVE-YEAR PERIOD THAT WOULD RESULT IN A MATERIAL LIABILITY; (C) THE PRESENT
VALUE OF ALL ACCRUED BENEFITS UNDER EACH SINGLE EMPLOYER PLAN (BASED ON THOSE
ASSUMPTIONS USED TO FUND SUCH PLANS) DID NOT, AS OF THE LAST ANNUAL VALUATION
DATE PRIOR TO THE DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE,
EXCEED THE VALUE OF THE ASSETS OF SUCH PLAN ALLOCABLE TO SUCH ACCRUED BENEFITS
BY A MATERIAL AMOUNT IN RELATION TO THE BUSINESS OF HOLDINGS AND THE
SUBSIDIARIES; (D) NEITHER HOLDINGS, THE BORROWER NOR ANY COMMONLY CONTROLLED
ENTITY HAS HAD A COMPLETE OR PARTIAL WITHDRAWAL FROM ANY MULTIEMPLOYER PLAN THAT
HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL LIABILITY
UNDER ERISA; AND (E) NO SUCH MULTIEMPLOYER PLAN IS IN REORGANIZATION OR
INSOLVENT.
5.14.
INVESTMENT COMPANY ACT; OTHER REGULATIONS.
NO LOAN PARTY IS AN
"INVESTMENT COMPANY", OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY",
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
NO LOAN
PARTY IS SUBJECT TO REGULATION UNDER ANY REQUIREMENT OF LAW (OTHER THAN
REGULATION X OF THE BOARD) THAT LIMITS ITS ABILITY TO INCUR INDEBTEDNESS.
5.15.
SUBSIDIARIES.
EXCEPT AS DISCLOSED TO THE ADMINISTRATIVE AGENT BY
THE BORROWER IN WRITING FROM TIME TO TIME AFTER THE EFFECTIVE DATE,
(A) SCHEDULE 5.15(A) SETS FORTH THE NAME AND JURISDICTION OF INCORPORATION OF
EACH SUBSIDIARY AND, AS TO EACH SUCH SUBSIDIARY, THE PERCENTAGE OF EACH CLASS OF
CAPITAL STOCK OWNED BY ANY LOAN PARTY AND (B) THERE ARE NO OUTSTANDING
SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS, RIGHTS OR OTHER AGREEMENTS OR
COMMITMENTS (OTHER THAN STOCK OPTIONS OR OTHER EQUITY GRANTED TO EMPLOYEES,
DIRECTORS OR OTHER PERSONS AND DIRECTORS' QUALIFYING SHARES) OF ANY NATURE
RELATING TO ANY CAPITAL STOCK OF HOLDINGS OR ANY SUBSIDIARY, EXCEPT AS CREATED
BY THE LOAN DOCUMENTS OR, AS OF THE EFFECTIVE DATE, EXCEPT AS DISCLOSED ON
SCHEDULE 5.15(B).
5.16.
[RESERVED]
5.17.
ENVIRONMENTAL MATTERS.
EXCEPT AS, IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
(A)
THE FACILITIES AND PROPERTIES CURRENTLY OWNED, LEASED