TRANSACTION OR VIOLATION OF THE FIDUCIARY RESPONSIBILITY RULES WITH RESPECT TO
ANY PLAN THAT HAS RESULTED IN OR COULD REASONABLY BE EXPECTED TO HAVE 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) NO OBLIGOR
OR 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) NO OBLIGOR OR 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 SECTION 4201 OR 4243 OF ERISA WITH RESPECT
TO A MULTIEMPLOYER PLAN; AND (V) NO OBLIGOR OR ERISA AFFILIATE HAS ENGAGED IN A
TRANSACTION THAT COULD BE SUBJECT TO SECTION 4069 OR 4212(C) OF ERISA.
D.
WITH RESPECT TO ANY FOREIGN PLAN, (I) ALL EMPLOYER AND EMPLOYEE
CONTRIBUTIONS REQUIRED BY LAW OR BY THE TERMS OF THE FOREIGN PLAN HAVE BEEN
MADE, OR, IF APPLICABLE, ACCRUED, IN ACCORDANCE WITH NORMAL ACCOUNTING
PRACTICES; (II) THE FAIR MARKET VALUE OF THE ASSETS OF EACH FUNDED FOREIGN PLAN,
THE LIABILITY OF EACH INSURER FOR ANY FOREIGN PLAN FUNDED THROUGH INSURANCE, OR
THE BOOK RESERVE ESTABLISHED FOR ANY FOREIGN PLAN, TOGETHER WITH ANY ACCRUED
CONTRIBUTIONS, IS SUFFICIENT TO PROCURE OR PROVIDE FOR THE ACCRUED BENEFIT
OBLIGATIONS WITH RESPECT TO ALL CURRENT AND FORMER PARTICIPANTS IN SUCH FOREIGN
PLAN ACCORDING TO THE ACTUARIAL ASSUMPTIONS AND VALUATIONS MOST RECENTLY USED TO
ACCOUNT FOR SUCH OBLIGATIONS IN ACCORDANCE WITH APPLICABLE GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES; AND (III) IT HAS BEEN REGISTERED AS REQUIRED AND HAS BEEN
MAINTAINED IN GOOD STANDING WITH APPLICABLE REGULATORY AUTHORITIES.
E.
(I) THE CANADIAN SUBSIDIARIES HAVE NO CANADIAN PLAN OTHER THAN
THOSE LISTED ON SCHEDULE 9.1.18 TO THE DISCLOSURE LETTER, AND ALL MONTHLY AND
OTHER PAYMENTS IN RESPECT OF SUCH CANADIAN PLANS WHICH ARE PENSION PLANS (ON
ACCOUNT OF CONTRIBUTIONS, SPECIAL CONTRIBUTIONS OR UNFUNDED LIABILITY OR
SOLVENCY DEFICIENCIES) OR OTHERWISE ARE ACCURATELY SET FORTH IN SCHEDULE 9.1.18
TO THE DISCLOSURE LETTER.
NO CANADIAN PLAN HAS BEEN TERMINATED OR PARTIALLY
TERMINATED OR IS INSOLVENT OR IN REORGANIZATION, NOR HAVE ANY PROCEEDINGS BEEN
INSTITUTED TO TERMINATE, IN WHOLE OR IN PART, OR REORGANIZE ANY CANADIAN PLAN.
(II)
NO CANADIAN SUBSIDIARY HAS CEASED TO PARTICIPATE (IN WHOLE OR IN
PART) AS A PARTICIPATING EMPLOYER IN ANY CANADIAN PLAN WHICH IS A PENSION PLAN
OR HAS WITHDRAWN FROM ANY CANADIAN PLAN WHICH IS A PENSION PLAN IN A COMPLETE OR
PARTIAL WITHDRAWAL, NOR HAS A CONDITION OCCURRED WHICH IF CONTINUED WOULD RESULT
IN A COMPLETE OR PARTIAL WITHDRAWAL.
(III)
NO CANADIAN SUBSIDIARY HAS ANY UNFUNDED LIABILITY ON WINDUP OR
WITHDRAWAL LIABILITY, INCLUDING CONTINGENT WITHDRAWAL OR WINDUP LIABILITY, TO
ANY CANADIAN PLAN OR ANY SOLVENCY DEFICIENCY IN RESPECT OF ANY CANADIAN PLAN.
72
(IV)
NO CANADIAN SUBSIDIARY HAS ANY UNFUNDED LIABILITY ON WINDUP