PLAN SUBJECT TO SECTION 412, 430, 431 OR 432 OF THE
INTERNAL REVENUE CODE, AND NO APPLICATION FOR A FUNDING WAIVER OR AN EXTENSION
OF ANY AMORTIZATION PERIOD PURSUANT TO THE INTERNAL REVENUE CODE HAS BEEN MADE
WITH RESPECT TO ANY PLAN.
EACH LOAN PARTY AND EACH ERISA AFFILIATE HAS
PERFORMED ALL OF ITS MATERIAL OBLIGATIONS UNDER EACH PLAN IN ALL MATERIAL
RESPECTS ACCORDING TO THEIR TERMS, INCLUDING FILING OR FURNISHING TO THE IRS,
DEPARTMENT OF LABOR OR OTHER GOVERNMENTAL AUTHORITY, OR TO PARTICIPANTS OR
BENEFICIARIES OF EACH PLAN, ANY REPORTS, RETURNS, NOTICES AND OTHER
DOCUMENTATION REQUIRED TO BE FILED OR FURNISHED.
(B)
THERE ARE NO PENDING OR, TO THE KNOWLEDGE OF THE LOAN PARTIES,
THREATENED MATERIAL CLAIMS, ACTIONS OR LAWSUITS, OR ACTION BY ANY GOVERNMENTAL
AUTHORITY, WITH RESPECT TO ANY PLAN. THERE HAS BEEN NO PROHIBITED TRANSACTION OR
VIOLATION OF THE FIDUCIARY RESPONSIBILITY RULES WITH RESPECT TO ANY PLAN.
(C)
(I) OTHER THAN AS SET FORTH IN SCHEDULE 5.12(C) HEREOF, NO ERISA
EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR; (II) NO PENSION PLAN HAS
ANY UNFUNDED PENSION LIABILITY; (III) NO LOAN PARTY OR 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) NO LOAN PARTY OR 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 SECTIONS 4201 OR 4243 OF ERISA WITH RESPECT TO A
MULTIEMPLOYER PLAN; AND (V) NO LOAN PARTY OR ANY ERISA AFFILIATE HAS ENGAGED IN
A TRANSACTION THAT COULD BE SUBJECT TO SECTION 4069 OR 4212(C) OF ERISA, IN EACH
CASE, THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.13
CAPITALIZATION; SUBSIDIARIES.
SET FORTH ON
SCHEDULE 5.13 IS A COMPLETE AND ACCURATE LIST AS OF THE CLOSING DATE OF EACH
LOAN PARTY (OTHER THAN HOLDINGS) AND
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EACH SUBSIDIARY, TOGETHER WITH (A) NUMBER OF SHARES OR INTERESTS
OF EACH CLASS
OF EQUITY INTEREST OUTSTANDING AND (B) NUMBER AND PERCENTAGE OF OUTSTANDING
SHARES OF EACH CLASS OWNED (DIRECTLY OR INDIRECTLY) BY ANY LOAN PARTY OR ANY
SUBSIDIARY OR OTHER PERSON.
EXCEPT AS SET FORTH ON SCHEDULE 5.13, NONE OF THE
SHARES OR INTERESTS OF EQUITY INTEREST OF ANY LOAN PARTY (OTHER THAN HOLDINGS)
OR ANY OF ITS DOMESTIC SUBSIDIARIES IS SUBJECT TO ANY OUTSTANDING OPTIONS,
WARRANTS, RIGHTS OF CONVERSION OR PURCHASE AND ALL OTHER SIMILAR RIGHTS WITH
RESPECT THERETO.
THE OUTSTANDING EQUITY INTEREST OF EACH LOAN PARTY (OTHER THAN
HOLDINGS) AND EACH DOMESTIC SUBSIDIARY IS VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE.
SECTION 5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
THE LOAN PARTIES ARE 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