NO
CREDIT PARTY OR ERISA AFFILIATE HAS INCURRED OR REASONABLY EXPECTS TO INCUR ANY
LIABILITY AS A RESULT OF A COMPLETE OR PARTIAL WITHDRAWAL FROM A MULTIEMPLOYER
PLAN; (V) WITHIN THE LAST FIVE YEARS NO TITLE IV PLAN OF ANY CREDIT PARTY OR
ERISA AFFILIATE HAS BEEN TERMINATED, WHETHER OR NOT IN A "STANDARD TERMINATION"
AS THAT TERM IS USED IN SECTION 404(B)(1) OF ERISA, NOR HAS ANY TITLE IV PLAN OF
ANY CREDIT PARTY OR ERISA AFFILIATE (DETERMINED AT ANY TIME WITHIN THE PAST FIVE
YEARS) WITH UNFUNDED PENSION LIABILITIES BEEN TRANSFERRED OUTSIDE OF THE
"CONTROLLED GROUP" (WITHIN THE MEANING OF SECTION 4001(A)(14) OF ERISA) OF ANY
CREDIT PARTY OR ERISA AFFILIATE; (VI) EXCEPT IN THE CASE OF ANY ESOP, STOCK OF
ALL CREDIT PARTIES AND THEIR ERISA AFFILIATES MAKES UP, IN THE AGGREGATE, NO
MORE THAN 10% OF FAIR MARKET VALUE OF THE ASSETS OF ANY PLAN MEASURED ON THE
BASIS OF FAIR MARKET VALUE AS OF THE LATEST VALUATION DATE OF ANY PLAN; AND
(VII) NO LIABILITY UNDER ANY TITLE IV PLAN HAS BEEN SATISFIED WITH THE PURCHASE
OF A CONTRACT FROM
50
AN INSURANCE COMPANY THAT IS NOT RATED AAA BY S&P OR AN EQUIVALENT RATING BY
ANOTHER NATIONALLY RECOGNIZED RATING AGENCY.
5.15
BROKERS.
NO BROKER OR FINDER ACTING ON BEHALF OF
ANY CREDIT PARTY OR AFFILIATE THEREOF BROUGHT ABOUT THE OBTAINING, MAKING OR
CLOSING OF THE LOANS OR THE RELATED TRANSACTIONS, AND NO CREDIT PARTY OR
AFFILIATE THEREOF HAS ANY OBLIGATION TO ANY PERSON IN RESPECT OF ANY FINDER'S OR
BROKERAGE FEES IN CONNECTION THEREWITH.
5.16
DEPOSIT AND DISBURSEMENT ACCOUNTS.
SCHEDULE 5.16
LISTS ALL BANKS AND OTHER FINANCIAL INSTITUTIONS AT WHICH ANY CREDIT PARTY
(OTHER THAN FOREIGN SUBSIDIARIES) MAINTAINS DEPOSIT OR OTHER ACCOUNTS AS OF THE
RESTATEMENT EFFECTIVE DATE, INCLUDING ANY DISBURSEMENT ACCOUNTS, AND SUCH
SCHEDULE CORRECTLY IDENTIFIES THE NAME, ADDRESS AND TELEPHONE NUMBER OF EACH
DEPOSITORY, THE NAME IN WHICH THE ACCOUNT IS HELD, A DESCRIPTION OF THE PURPOSE
OF THE ACCOUNT, AND THE COMPLETE ACCOUNT NUMBER THEREFOR.
5.17
AGREEMENTS AND OTHER DOCUMENTS.
AS OF THE
RESTATEMENT EFFECTIVE DATE, EACH CREDIT PARTY HAS PROVIDED TO AGENT OR ITS
COUNSEL, ON BEHALF OF LENDERS, ACCURATE AND COMPLETE COPIES (OR SUMMARIES) OF
ALL OF THE FOLLOWING AGREEMENTS OR DOCUMENTS TO WHICH IT IS SUBJECT AND EACH OF
WHICH IS LISTED IN SCHEDULE 5.17:
SUPPLY AGREEMENTS AND PURCHASE AGREEMENTS NOT
TERMINABLE BY SUCH CREDIT PARTY WITHIN SIXTY (60) DAYS FOLLOWING WRITTEN NOTICE
ISSUED BY SUCH CREDIT PARTY, THE ABSENCE OF WHICH COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT; LEASES OF EQUIPMENT HAVING A REMAINING TERM
OF ONE YEAR OR LONGER, THE ABSENCE OF WHICH COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT; LICENSES AND PERMITS HELD BY THE CREDIT PARTIES, THE
ABSENCE OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
INSTRUMENTS AND DOCUMENTS EVIDENCING ANY MATERIAL INDEBTEDNESS OR GUARANTEED
INDEBTEDNESS OF SUCH CREDIT PARTY AND ANY LIEN GRANTED BY SUCH CREDIT PARTY WITH
RESPECT THERETO; AND INSTRUMENTS