T, U or X of the Board of Governors of
the Federal Reserve System.
55
4.11
Employee Benefit Plans.
A.
EACH OF THE BORROWER AND ITS ERISA AFFILIATES IS IN MATERIAL
COMPLIANCE WITH ALL APPLICABLE PROVISIONS AND REQUIREMENTS OF ERISA AND THE
INTERNAL REVENUE CODE AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS
THEREUNDER WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN, AND HAVE PERFORMED ALL
THEIR OBLIGATIONS UNDER EACH EMPLOYEE BENEFIT PLAN IN ALL MATERIAL RESPECTS.
EACH EMPLOYEE BENEFIT PLAN WHICH IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF
THE INTERNAL REVENUE CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE
INTERNAL REVENUE SERVICE OR HAS SUBMITTED OR WILL SUBMIT A REQUEST FOR SUCH A
DETERMINATION LETTER WITHIN THE APPLICABLE REMEDIAL AMENDMENT PERIOD.
B.
NO MATERIAL LIABILITY TO THE PBGC (OTHER THAN REQUIRED PREMIUM
PAYMENTS) OR THE INTERNAL REVENUE SERVICE HAS BEEN OR IS EXPECTED TO BE INCURRED
BY THE BORROWER OR ANY OF ITS ERISA AFFILIATES WITH RESPECT TO ANY EMPLOYEE
BENEFIT PLAN, AND NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR, THE LIABILITY FOR WHICH HAS NOT BEEN SATISFIED IN FULL OR IS IMMATERIAL
IN AMOUNT.
C.
THE PRESENT VALUE OF THE ACCRUED BENEFIT LIABILITIES UNDER EACH
PENSION PLAN SPONSORED, MAINTAINED OR CONTRIBUTED TO BY THE BORROWER OR ANY OF
ITS ERISA AFFILIATES (DETERMINED AS OF THE END OF THE MOST RECENT PLAN YEAR ON
THE BASIS OF THE ACTUARIAL ASSUMPTIONS SPECIFIED FOR FUNDING PURPOSES IN THE
MOST RECENT ACTUARIAL VALUATION FOR SUCH PENSION PLAN) AS SHOWN IN THE MOST
RECENT SCHEDULE B, AND TAKEN IN THE AGGREGATE, DID NOT EXCEED THE AGGREGATE
CURRENT VALUE OF THE ASSETS OF SUCH PENSION PLANS BY MORE THAN $85,000,000.
D.
AS OF THE MOST RECENT VALUATION DATE FOR EACH MULTIEMPLOYER PLAN
FOR WHICH THE ACTUARIAL REPORT IS AVAILABLE, THE POTENTIAL LIABILITY OF THE
BORROWER OR ANY OF ITS ERISA AFFILIATES FOR A COMPLETE WITHDRAWAL FROM SUCH
MULTIEMPLOYER PLAN (WITHIN THE MEANING OF SECTION 4203 OF ERISA), WHEN
AGGREGATED WITH SUCH POTENTIAL LIABILITY FOR A COMPLETE WITHDRAWAL FROM ALL
MULTIEMPLOYER PLANS, BASED ON INFORMATION AVAILABLE PURSUANT TO
SECTION 4221(E) OF ERISA IS NOT EXPECTED TO BE MATERIAL.
THE BORROWER AND EACH
OF ITS SUBSIDIARIES AND EACH OF THEIR ERISA AFFILIATES HAVE COMPLIED IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF SECTION 515 OF ERISA WITH RESPECT TO
EACH MULTIEMPLOYER PLAN AND ARE NOT IN MATERIAL "DEFAULT" (AS DEFINED IN
SECTION 4219(C)(5) OF ERISA) WITH RESPECT TO PAYMENTS TO A MULTIEMPLOYER PLAN.
4.12
Environmental Protection.
A.
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES NOR ANY OF THEIR
RESPECTIVE FACILITIES OR OPERATIONS IS SUBJECT TO ANY OUTSTANDING WRITTEN ORDER,
CONSENT DECREE OR SETTLEMENT AGREEMENT WITH ANY PERSON RELATING TO ANY
ENVIRONMENTAL LAW, ANY ENVIRONMENTAL CLAIM, OR ANY HAZARDOUS MATERIALS ACTIVITY
THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
B.
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY
LETTER OR REQUEST FOR INFORMATION UNDER SECTION 104 OF THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE,