REPORTS FILED WITH ANY GOVERNMENT BODY WITH RESPECT TO
THE EMPLOYEE PLANS DURING THE CURRENT YEAR; (V) ALL SECURITIES REGISTRATION
STATEMENTS FILED WITH RESPECT TO ANY EMPLOYEE PLAN; (VI) ALL CONTRACTS WITH
THIRD-PARTY ADMINISTRATORS, ACTUARIES, INVESTMENT MANAGERS, CONSULTANTS AND
OTHER INDEPENDENT CONTRACTORS THAT RELATE TO ANY EMPLOYEE PLAN, AND (VII) WITH
RESPECT TO ANY EMPLOYEE PLANS THAT ARE SUBJECT TO TITLE IV OF ERISA, THE MOST
RECENT FORM PBGC-1 FILED FOR SUCH PLAN.
(C)
EXCEPT AS DISCLOSED IN SCHEDULE 4.15(C),
FULL PAYMENT HAS BEEN MADE OF ALL AMOUNTS THAT ARE REQUIRED UNDER THE TERMS OF
EACH EMPLOYEE PLAN AND APPLICABLE LEGAL REQUIREMENTS TO BE PAID BY THE
CORPORATIONS AS CONTRIBUTIONS WITH RESPECT TO ALL PERIODS PRIOR TO AND INCLUDING
THE LAST DAY OF THE MOST RECENT FISCAL YEAR OF SUCH EMPLOYEE PLAN ENDED ON OR
BEFORE THE DATE OF THIS AGREEMENT AND ALL PERIODS THEREAFTER PRIOR TO THE
CLOSING DATE.
TRACE TEXAS HAS PAID IN FULL ALL REQUIRED INSURANCE PREMIUMS,
SUBJECT ONLY TO NORMAL RETROSPECTIVE ADJUSTMENTS IN THE ORDINARY COURSE, WITH
REGARD TO THE EMPLOYEE PLANS FOR ALL POLICY YEARS OR OTHER APPLICABLE POLICY
PERIODS ENDING ON OR BEFORE THE CLOSING DATE.
(D)
WITH RESPECT TO ANY EMPLOYEE PENSION BENEFIT
PLAN AND ANY EMPLOYEE WELFARE BENEFIT PLAN WHICH IS SPONSORED, MAINTAINED, OR
CONTRIBUTED TO, OR HAS BEEN SPONSORED, MAINTAINED OR CONTRIBUTED TO WITHIN SIX
YEARS PRIOR TO THE CLOSING DATE, BY THE CORPORATIONS OR ANY OTHER CORPORATION OR
TRADE OR BUSINESS CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH THE
CORPORATIONS (WITHIN THE MEANING OF SECTION 414 OF THE CODE OR
SECTION 4001(A)(14) OR 4001(B) OF ERISA) ("ERISA AFFILIATE"), NEITHER TRACE
TEXAS NOR ANY ERISA AFFILIATE HAS ANY LIABILITY OR HAS KNOWLEDGE OF ANY FACTS OR
CIRCUMSTANCES THAT MIGHT GIVE RISE TO ANY LIABILITY OF THE CORPORATIONS FOR, OR
THE IMPOSITION OF A LIEN ON ANY OF THEIR ASSETS OR WITH RESPECT TO ANY OF THEIR
ASSETS, AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT RESULT IN ANY
LIABILITY FOR (I) THE TERMINATION OF OR WITHDRAWAL FROM ANY EMPLOYEE PENSION
BENEFIT PLAN UNDER SECTIONS 4062, 4063 OR 4064 OF ERISA; (II) ANY LIEN IMPOSED
UNDER SECTION 302(F) OF ERISA OR SECTION 412(N) OF THE CODE; (III) ANY INTEREST
PAYMENTS REQUIRED UNDER SECTION 302(E) OF ERISA OR SECTION 412(M) OF THE CODE;
(IV) ANY EXCISE TAX IMPOSED BY SECTION 4971 OF THE CODE; (V) ANY MINIMUM FUNDING
CONTRIBUTIONS UNDER SECTION 302(C)(11) OF ERISA OR SECTION 412(C)(11) OF THE
CODE; OR (VI) WITHDRAWAL FROM ANY MULTIEMPLOYER PLAN UNDER SECTION 4201 OF
ERISA.
(E)
TRACE TEXAS HAS, AT ALL TIMES, COMPLIED,
AND CURRENTLY COMPLIES, IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
CONTINUATION REQUIREMENTS FOR ITS WELFARE BENEFIT PLANS THAT ARE "GROUP HEALTH
PLANS" WITHIN THE MEANING OF SECTION 5000(B)(I) OF THE CODE, INCLUDING
(1) SECTION 4980B OF THE CODE (AS WELL AS ITS PREDECESSOR PROVISION,
SECTION 162(K) OF THE CODE) AND SECTIONS 601 THROUGH 608, INCLUSIVE, OF ERISA,
WHICH PROVISIONS ARE HEREINAFTER REFERRED TO COLLECTIVELY AS "COBRA" AND (2) ANY
APPLICABLE STATE STATUTES MANDATING