UNDER ANY TITLE IV PLAN HAS BEEN SATISFIED WITH THE PURCHASE OF A CONTRACT FROM
AN INSURANCE COMPANY THAT IS NOT RATED AAA BY THE S&P OR AN EQUIVALENT RATING BY
ANOTHER NATIONALLY RECOGNIZED RATING AGENCY.
(C)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, EACH FOREIGN PENSION PLAN IS IN COMPLIANCE AND IN GOOD STANDING
(TO THE EXTENT SUCH CONCEPT EXISTS IN THE RELEVANT JURISDICTION) IN ALL MATERIAL
RESPECTS WITH ALL LAWS, REGULATIONS AND RULES APPLICABLE THERETO, INCLUDING ALL
FUNDING REQUIREMENTS, AND THE RESPECTIVE REQUIREMENTS OF THE GOVERNING DOCUMENTS
FOR SUCH FOREIGN PENSION PLAN; (II) WITH RESPECT TO EACH FOREIGN PENSION PLAN
MAINTAINED OR CONTRIBUTED TO BY ANY CREDIT PARTY OR ANY SUBSIDIARY OF A CREDIT
PARTY, (A) THAT IS REQUIRED BY APPLICABLE LAW TO BE FUNDED IN A TRUST OR OTHER
FUNDING VEHICLE, SUCH FOREIGN PENSION PLAN IS IN COMPLIANCE WITH APPLICABLE LAW
REGARDING FUNDING REQUIREMENTS EXCEPT TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW AND (B) THAT IS NOT REQUIRED BY APPLICABLE LAW TO BE FUNDED IN A TRUST OR
OTHER FUNDING VEHICLE, REASONABLE RESERVES HAVE BEEN ESTABLISHED WHERE REQUIRED
BY ORDINARY ACCOUNTING PRACTICES IN THE JURISDICTION IN WHICH SUCH FOREIGN
PENSION PLAN IS MAINTAINED; AND (III) NO ACTIONS OR PROCEEDINGS HAVE BEEN TAKEN
OR INSTITUTED TO TERMINATE OR WIND-UP A FOREIGN PENSION PLAN WITH RESPECT TO
WHICH THE CREDIT PARTIES OR ANY SUBSIDIARY OF A CREDIT PARTY COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
3.17.
DEPOSIT AND DISBURSEMENT ACCOUNTS.
SCHEDULE 3.17 LISTS ALL BANKS
AND OTHER FINANCIAL INSTITUTIONS AT WHICH ANY CREDIT PARTY MAINTAINS DEPOSIT OR
OTHER ACCOUNTS AS OF THE CLOSING DATE, INCLUDING ANY DISBURSEMENT ACCOUNTS,
OTHER THAN ACCOUNTS THAT HAVE AN AVERAGE DAILY BALANCE FOR THE IMMEDIATELY
PRECEDING 30-DAY PERIOD OF LESS THAN $500,000 IN THE AGGREGATE FOR ALL SUCH
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.
3.18.
AGREEMENTS AND OTHER DOCUMENTS.
ON OR PRIOR TO THE CLOSING DATE,
EACH CREDIT PARTY HAS PROVIDED OR MADE AVAILABLE 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 3.18:
SUPPLY AGREEMENTS AND PURCHASE AGREEMENTS NOT
TERMINABLE BY SUCH CREDIT PARTY WITHIN SIXTY (60) DAYS FOLLOWING WRITTEN NOTICE
33
ISSUED BY SUCH CREDIT PARTY AND INVOLVING TRANSACTIONS IN EXCESS OF $1,000,000
PER ANNUM; LEASES OF EQUIPMENT HAVING A REMAINING TERM OF ONE YEAR OR LONGER AND
REQUIRING AGGREGATE RENTAL AND OTHER PAYMENTS IN EXCESS OF $500,000 PER ANNUM;
LICENSES AND PERMITS HELD BY THE CREDIT PARTIES, THE ABSENCE OF WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; INSTRUMENTS AND
DOCUMENTS EVIDENCING ANY MATERIAL INDEBTEDNESS OR MATERIAL GUARANTEED
INDEBTEDNESS OF SUCH CREDIT PARTY AND ANY LIEN GRANTED BY SUCH CREDIT