5.4 or Section 6.1, respectively.
5.8
SUBSIDIARIES.
SCHEDULE 5.8 CONTAINS AN ACCURATE LIST OF ALL
SUBSIDIARIES OF THE BORROWER AS OF THE CLOSING DATE, SETTING FORTH THEIR
RESPECTIVE JURISDICTIONS OF ORGANIZATION AND THE PERCENTAGE OF THEIR RESPECTIVE
CAPITAL STOCK OR OTHER OWNERSHIP INTERESTS OWNED BY THE BORROWER OR OTHER
SUBSIDIARIES.
ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OR
OTHER OWNERSHIP INTERESTS OF SUCH SUBSIDIARIES HAVE BEEN (TO THE EXTENT SUCH
CONCEPTS ARE RELEVANT WITH RESPECT TO SUCH OWNERSHIP INTERESTS) DULY AUTHORIZED
AND ISSUED AND ARE FULLY PAID AND NONASSESSABLE.
5.9
ERISA.
THE UNFUNDED LIABILITIES OF ALL SINGLE EMPLOYER PLANS
DO NOT IN THE AGGREGATE EXCEED $75,000,000.
NEITHER THE BORROWER NOR ANY OTHER
MEMBER OF THE CONTROLLED GROUP HAS INCURRED, OR IS REASONABLY EXPECTED TO INCUR,
ANY WITHDRAWAL LIABILITY TO MULTIEMPLOYER PLANS IN EXCESS OF $25,000,000 IN THE
AGGREGATE.
EACH PLAN COMPLIES IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
REQUIREMENTS OF LAW AND REGULATIONS, NO REPORTABLE EVENT HAS OCCURRED WITH
RESPECT TO ANY PLAN, NEITHER THE BORROWER NOR ANY OTHER MEMBER OF THE CONTROLLED
GROUP HAS WITHDRAWN FROM ANY PLAN OR INITIATED STEPS TO DO SO, AND NO STEPS HAVE
BEEN TAKEN TO REORGANIZE OR TERMINATE ANY PLAN.
5.10
ACCURACY OF INFORMATION.
NO INFORMATION, EXHIBIT OR REPORT
FURNISHED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES TO THE ADMINISTRATIVE
AGENT, THE JOINT LEAD ARRANGERS OR TO ANY LENDER IN CONNECTION WITH THE
NEGOTIATION OF, OR COMPLIANCE WITH, THE LOAN DOCUMENTS CONTAINED ANY MATERIAL
MISSTATEMENT OF FACT OR OMITTED TO STATE A MATERIAL FACT OR ANY FACT NECESSARY
TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING.
5.11
REGULATION U.
MARGIN STOCK (AS DEFINED IN REGULATION U)
CONSTITUTES LESS THAN 25% OF THE VALUE OF THOSE ASSETS OF THE BORROWER AND ITS
SUBSIDIARIES WHICH ARE SUBJECT TO ANY LIMITATION ON SALE, PLEDGE, OR OTHER
RESTRICTION HEREUNDER.
5.12
MATERIAL AGREEMENTS.
EXCEPT AS SET FORTH IN SCHEDULE 5.12,
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS A PARTY TO ANY AGREEMENT OR
INSTRUMENT OR SUBJECT TO ANY CHARTER OR OTHER CORPORATE RESTRICTION (A) WHICH
EITHER PROHIBITS OR RESTRICTS THE ABILITY OF ANY SUBSIDIARY OF BORROWER TO
DECLARE OR PAY DIVIDENDS TO THE BORROWER, OR (B) WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER THE BORROWER NOR ANY
SUBSIDIARY IS IN DEFAULT IN THE PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF
THE OBLIGATIONS, COVENANTS OR CONDITIONS CONTAINED IN (I) ANY AGREEMENT TO WHICH
IT IS A PARTY, WHICH DEFAULT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT OR (II) ANY AGREEMENT OR INSTRUMENT EVIDENCING OR GOVERNING
MATERIAL INDEBTEDNESS, WHICH DEFAULT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.13
COMPLIANCE WITH LAWS.
THE BORROWER AND ITS SUBSIDIARIES HAVE
COMPLIED WITH ALL APPLICABLE STATUTES, RULES, REGULATIONS, ORDERS AND
RESTRICTIONS OF ANY DOMESTIC OR FOREIGN GOVERNMENT OR ANY INSTRUMENTALITY OR
AGENCY THEREOF HAVING JURISDICTION OVER THE CONDUCT OF THEIR
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respective businesses or the ownership of their respective Property except for
any failure to comply with any