FIDUCIARY RESPONSIBILITY RULES WITH RESPECT TO ANY PLAN THAT HAS RESULTED
OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
65
(C)
NO ERISA EVENT, UNFUNDED PENSION LIABILITIES, ETC. (I) NO ERISA
EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR; (II) NO PENSION PLAN HAS
ANY UNFUNDED PENSION LIABILITY; (III) NEITHER THE BORROWERS 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 BORROWERS 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, WOULD RESULT IN SUCH LIABILITY) UNDER SECTION 4201 OR 4243 OF ERISA WITH
RESPECT TO A MULTIEMPLOYER PLAN; AND (V) NEITHER THE BORROWERS NOR ANY ERISA
AFFILIATE HAS ENGAGED IN A TRANSACTION THAT COULD BE SUBJECT TO SECTION 4069 OR
4212(C) OF ERISA.
(D)
FOREIGN PLANS. WITH RESPECT TO EACH SCHEME OR ARRANGEMENT MANDATED
BY A GOVERNMENT OTHER THAN THE UNITED STATES (A "FOREIGN GOVERNMENT SCHEME OR
ARRANGEMENT") AND WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN MAINTAINED OR
CONTRIBUTED TO BY THE COMPANY OR ANY SUBSIDIARY OF ANY LOAN PARTY THAT IS NOT
SUBJECT TO UNITED STATES LAW (A "FOREIGN PLAN"):
(i)
any employer and employee contributions required by law or by the
terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have
been made, or, if applicable, accrued, in accordance with normal accounting
practices;
(ii)
the fair market value of the assets of each funded Foreign Plan,
the liability of each insurer for any Foreign Plan funded through insurance or
the book reserve established for any Foreign Plan, together with any accrued
contributions, is sufficient to procure or provide for the accrued benefit
obligations, as of the date hereof, with respect to all current and former
participants in such Foreign Plan according to the actuarial assumptions and
valuations most recently used to account for such obligations in accordance with
applicable generally accepted accounting principles; and
(iii)
each Foreign Plan required to be registered has been registered
and has been maintained in good standing with applicable regulatory authorities.
5.13
SUBSIDIARIES; EQUITY INTERESTS; LOAN PARTIES.
AS OF THE DATE
HEREOF AND AS OF ANY DATE SCHEDULE 5.13 IS UPDATED, THE COMPANY HAS NO
SUBSIDIARIES OTHER THAN THOSE SPECIFICALLY DISCLOSED IN PART (A) OF
SCHEDULE 5.13 AS OF SUCH DATE, AND ALL OF THE OUTSTANDING EQUITY INTERESTS IN
SUCH SUBSIDIARIES HAVE BEEN VALIDLY ISSUED, ARE FULLY PAID AND NON-ASSESSABLE
AND ARE OWNED BY A LOAN PARTY IN THE AMOUNTS SPECIFIED ON PART (A) OF
SCHEDULE 5.13 FREE AND CLEAR OF ALL LIENS EXCEPT THOSE CREATED UNDER THE
COLLATERAL DOCUMENTS AND THOSE PERMITTED BY SECTION 7.01(M).
AS OF THE CLOSING
DATE, THE BORROWERS HAVE NO EQUITY INVESTMENTS IN ANY OTHER CORPORATION OR
ENTITY OTHER THAN THOSE SPECIFICALLY DISCLOSED IN PART (B) OF SCHEDULE