RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS OR AN
APPLICATION FOR SUCH A LETTER IS CURRENTLY BEING PROCESSED BY THE IRS WITH
RESPECT THERETO AND, TO THE BEST KNOWLEDGE OF THE BORROWER, NOTHING HAS OCCURRED
WHICH WOULD PREVENT, OR CAUSE THE LOSS OF, SUCH QUALIFICATION. THE BORROWER AND
EACH ERISA AFFILIATE HAVE MADE ALL 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 BEST
KNOWLEDGE OF THE BORROWER, THREATENED CLAIMS, ACTIONS OR LAWSUITS, OR ACTION BY
ANY GOVERNMENTAL AUTHORITY, WITH RESPECT TO ANY PLAN THAT COULD BE REASONABLY BE
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 REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
(C)
(I) NO ERISA EVENT HAS OCCURRED OR IS
REASONABLY EXPECTED TO OCCUR; (II) 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, WOULD
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.
5.13
CAPITALIZATION; SUBSIDIARIES; JOINT VENTURES.
SCHEDULE 5.13 CONTAINS A COMPLETE AND ACCURATE LIST OF (A) ALL SUBSIDIARIES OF
THE BORROWER, INCLUDING, WITH RESPECT TO EACH SUBSIDIARY, (I) ITS STATE OF
INCORPORATION OR ORGANIZATION, (II) ALL JURISDICTIONS (IF ANY) IN WHICH IT IS
QUALIFIED AS A FOREIGN CORPORATION, (III) THE NUMBER OF SHARES OF ITS EQUITY
INTERESTS OUTSTANDING, AND (IV) THE NUMBER AND PERCENTAGE OF THOSE SHARES OWNED
BY THE BORROWER AND/OR BY ANY OTHER SUBSIDIARY, AND (B) EACH ENTITY INVESTMENT
IN ANY CORPORATION OR OTHER ENTITY WHICH IS NOT A SUBSIDIARY. ALL EQUITY
INTERESTS OF EACH RESTRICTED SUBSIDIARY OF THE BORROWER ARE VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE AND ALL CAPITAL CONTRIBUTIONS AND OTHER
CONSIDERATION REQUIRED TO BE PAID IN CONNECTION WITH THE ISSUANCE OF ANY EQUITY
INTERESTS HAVE BEEN MADE OR PAID, AS THE CASE MAY BE. ALL OF THE OUTSTANDING
EQUITY INTERESTS OF EACH RESTRICTED SUBSIDIARY OWNED BY THE
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BORROWER OR ANOTHER RESTRICTED SUBSIDIARY AS SPECIFIED ON SCHEDULE 5.13 ARE
OWNED FREE AND CLEAR OF ALL LIENS, SECURITY INTERESTS, EQUITY OR OTHER
BENEFICIAL INTERESTS, CHARGES AND ENCUMBRANCES OF ANY KIND WHATSOEVER, EXCEPT
FOR PERMITTED LIENS. NEITHER THE BORROWER