REQUIRED CONTRIBUTIONS TO EACH PLAN SUBJECT TO SECTION 412 OF THE CODE, AND NO
APPLICATION FOR A FUNDING WAIVER OR AN EXTENSION OF ANY AMORTIZATION PERIOD
PURSUANT TO SECTION 412 OF THE CODE HAS BEEN MADE WITH RESPECT TO ANY PLAN.
(B)
THERE ARE NO PENDING OR, TO THE BORROWER'S KNOWLEDGE, THREATENED CLAIMS,
ACTIONS OR LAWSUITS, OR ACTION BY ANY GOVERNMENTAL AUTHORITY, WITH RESPECT TO
ANY PLAN THAT COULD BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THERE HAS BEEN NO PROHIBITED TRANSACTION OR VIOLATION OF THE FIDUCIARY
RESPONSIBILITY RULES WITH RESPECT TO ANY PLAN THAT HAS RESULTED OR COULD BE
REASONABLY EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
(I)
EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 5.10, NO ERISA EVENT HAS
OCCURRED WITHIN THE PAST 12 YEARS OR IS REASONABLY EXPECTED TO OCCUR; (II)
EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 5.10, NO PENSION PLAN HAS ANY
UNFUNDED PENSION LIABILITY; (III) NEITHER THE BORROWER NOR ANY ERISA AFFILIATE
HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY UNDER TITLE IV OF
ERISA WITH RESPECT TO ANY PENSION PLAN (OTHER THAN PREMIUMS DUE AND NOT
DELINQUENT UNDER SECTION 4007 OF ERISA); (IV) NEITHER THE BORROWER NOR ANY ERISA
AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY (AND NO
EVENT HAS OCCURRED WHICH, WITH THE GIVING OF NOTICE UNDER SECTION 4219 OF ERISA,
COULD BE REASONABLY EXPECTED TO RESULT IN SUCH LIABILITY) UNDER SECTIONS 4201 OR
4243 OF ERISA WITH RESPECT TO A MULTIEMPLOYER PLAN; AND (V) NEITHER THE BORROWER
NOR ANY ERISA AFFILIATE HAS ENGAGED IN A TRANSACTION THAT COULD BE SUBJECT TO
SECTIONS 4069 OR 4212(C) OF ERISA.
5.11
MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC
UTILITY HOLDING COMPANY ACT.
(a)
The Borrower is not engaged and will not
engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock.
(b)
None of the Borrower, any Person Controlling
the Borrower, or any Subsidiary (i) is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, or (ii) is or is required to be registered
as an "investment company" under the Investment Company Act of 1940.
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5.12
DISCLOSURE.
NO STATEMENT, INFORMATION, REPORT,
REPRESENTATION, OR WARRANTY MADE BY BORROWER IN ANY LOAN DOCUMENT OR FURNISHED
TO THE ADMINISTRATIVE AGENT OR ANY LENDER BY OR ON BEHALF OF THE BORROWER IN
CONNECTION WITH ANY LOAN DOCUMENT CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITS ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
5.13
COMPLIANCE WITH LAWS.
EACH OF THE BORROWER AND EACH
SUBSIDIARY IS IN COMPLIANCE IN ALL MATERIAL