CO-ISSUERS WOULD NOT
BECOME SUBJECT TO ANY LIABILITY UNDER ERISA IF A CO-ISSUER OR ANY AFFILIATE
THEREOF WERE TO WITHDRAW COMPLETELY FROM ALL MULTIEMPLOYER PLANS AS OF THE
VALUATION DATE MOST CLOSELY PRECEDING THE DATE ON WHICH THIS REPRESENTATION IS
MADE OR DEEMED MADE.
TO THE ACTUAL KNOWLEDGE OF THE CO-ISSUERS, NO SUCH
MULTIEMPLOYER PLAN IS IN REORGANIZATION, INSOLVENT OR TERMINATING OR IS
REASONABLY EXPECTED TO BE IN REORGANIZATION, BECOME INSOLVENT OR BE TERMINATED.
EXCEPT TO THE EXTENT THAT ANY SUCH EXCESS COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, THE PRESENT VALUE (DETERMINED USING ACTUARIAL
AND OTHER ASSUMPTIONS WHICH ARE REASONABLE IN RESPECT OF THE BENEFITS PROVIDED
AND THE EMPLOYEES PARTICIPATING) OF THE LIABILITY OF THE CO-ISSUERS AND EACH
AFFILIATE THEREOF FOR POST RETIREMENT BENEFITS TO
8
BE PROVIDED TO THEIR CURRENT AND FORMER EMPLOYEES UNDER PLANS WHICH ARE WELFARE
BENEFIT PLANS (AS DEFINED IN SECTION 3(1) OF ERISA) OTHER THAN SUCH LIABILITY
DISCLOSED IN THE FINANCIAL STATEMENTS OF THE CO-ISSUERS DOES NOT, IN THE
AGGREGATE, EXCEED THE ASSETS UNDER ALL SUCH PLANS ALLOCABLE TO SUCH BENEFITS.
NONE OF THE CO-ISSUERS NOR ANY AFFILIATE THEREOF HAS ENGAGED IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE IN
CONNECTION WITH ANY PLAN THAT WOULD SUBJECT EITHER CO-ISSUER TO LIABILITY UNDER
ERISA AND/OR SECTION 4975 OF THE CODE THAT COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
THERE IS NO OTHER CIRCUMSTANCE WHICH MAY GIVE RISE
TO A LIABILITY IN RELATION TO ANY PLAN THAT COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT;
(XXII)
EACH OF THE CO-ISSUERS HAS FILED, OR CAUSED TO BE FILED, ALL
FEDERAL, STATE, LOCAL AND FOREIGN TAX RETURNS AND ALL OTHER TAX RETURNS WHICH,
TO THE KNOWLEDGE OF EITHER CO-ISSUER, ARE REQUIRED TO BE FILED BY, OR WITH
RESPECT TO THE INCOME, PROPERTIES OR OPERATIONS OF, SUCH CO-ISSUER (WHETHER
INFORMATION RETURNS OR NOT), AND HAS PAID, OR CAUSED TO BE PAID, ALL TAXES DUE,
IF ANY, PURSUANT TO SAID RETURNS OR PURSUANT TO ANY ASSESSMENT RECEIVED BY
EITHER CO-ISSUER OR OTHERWISE, EXCEPT SUCH TAXES, IF ANY, AS ARE BEING CONTESTED
IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES
HAVE BEEN SET ASIDE IN ACCORDANCE WITH GAAP.
EXCEPT AS WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, NO TAX DEFICIENCY HAS BEEN
DETERMINED ADVERSELY TO EITHER CO-ISSUER, NOR DOES EITHER CO-ISSUER HAVE ANY
KNOWLEDGE OF ANY TAX DEFICIENCIES.
EACH OF THE CO-ISSUERS HAS PAID ALL FEES AND
EXPENSES REQUIRED TO BE PAID BY IT IN CONNECTION WITH THE CONDUCT OF ITS
BUSINESS, THE MAINTENANCE OF ITS EXISTENCE AND ITS QUALIFICATION AS A FOREIGN
ENTITY AUTHORIZED TO DO BUSINESS IN EACH STATE AND EACH FOREIGN COUNTRY IN WHICH
IT IS REQUIRED TO SO QUALIFY, EXCEPT TO THE EXTENT THAT THE FAILURE TO PAY SUCH
FEES AND EXPENSES IS NOT REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE
EFFECT;
(XXIII)
THERE ARE NO TRANSFER TAXES OR OTHER SIMILAR