ERISA COMPLIANCE.
(A)
EACH PLAN IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER FEDERAL OR STATE LAWS.
EACH
PLAN THAT IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE CODE HAS 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.
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(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 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
SUBSIDIARIES; EQUITY INTERESTS; SUBSIDIARY GUARANTORS.
(A)
AS OF THE CLOSING DATE, THE BORROWER HAS NO SUBSIDIARIES OTHER
THAN THOSE SPECIFICALLY DISCLOSED IN PART (A) OF SCHEDULE 5.13, AND THE
OUTSTANDING EQUITY INTERESTS IN SUCH SUBSIDIARIES HAVE BEEN VALIDLY ISSUED, ARE
FULLY PAID AND NONASSESSABLE AND ARE OWNED BY THE BORROWER OR ONE OF ITS
SUBSIDIARIES IN THE AMOUNTS SPECIFIED ON PART (A) OF SCHEDULE 5.13 FREE AND
CLEAR OF ALL LIENS.
PART (A) OF SCHEDULE 5.13 DISCLOSES, FOR EACH OF THE
BORROWER'S DIRECT AND INDIRECT SUBSIDIARIES EXISTING AS OF THE CLOSING DATE:
(I)
THE PERCENTAGE OF THE OUTSTANDING EQUITY INTERESTS IN THE
SUBSIDIARY THAT IS BENEFICIALLY OWNED BY THE BORROWER, INCLUDING EQUITY
INTERESTS ACQUIRED AS A RESULT OF THE ACQUISITIONS;
(II)
THE TOTAL ASSET VALUE OF THE SUBSIDIARY;
(III)
THE AMOUNT OF INDEBTEDNESS OF THE SUBSIDIARY;
(IV)
THE AMOUNT OF INDEBTEDNESS OF THE SUBSIDIARY THAT IS SECURED BY A
LIEN