BY
BORROWER OR ANY ERISA AFFILIATE THAT HAS NOT BEEN SATISFIED IN FULL, AND NO
CONDITION EXISTS THAT PRESENTS A MATERIAL RISK TO BORROWER OR ANY ERISA
AFFILIATE OF INCURRING ANY LIABILITY UNDER SUCH TITLE, OTHER THAN LIABILITY FOR
PREMIUMS DUE THE PBGC, WHICH PAYMENTS HAVE BEEN OR WILL BE MADE WHEN DUE.
TO
THE EXTENT THIS REPRESENTATION APPLIES TO SECTIONS 4064, 4069 OR 4204 OF TITLE
IV OF ERISA, IT IS MADE NOT ONLY WITH RESPECT TO THE ERISA PLANS BUT ALSO WITH
RESPECT TO ANY EMPLOYEE BENEFIT PLAN, PROGRAM, AGREEMENT OR
11
ARRANGEMENT SUBJECT TO TITLE IV OF ERISA TO WHICH BORROWER OR ANY ERISA
AFFILIATE MADE, OR WAS REQUIRED TO MAKE, CONTRIBUTIONS DURING THE PAST SIX
YEARS.
(IV)
BORROWER SHALL NOT KNOWINGLY ENGAGE IN OR PERMIT ANY TRANSACTION
IN CONNECTION WITH WHICH BORROWER OR ANY ERISA AFFILIATE COULD BE REASONABLY
SUBJECT TO EITHER A MATERIAL CIVIL PENALTY OR MATERIAL TAX ASSESSED PURSUANT TO
SECTION 502(I) OR 502(L) OF ERISA OR SECTION 4975 OF THE CODE; BORROWER SHALL
NOT PERMIT ANY WELFARE PLAN, OTHER THAN A MULTIEMPLOYER PLAN, TO PROVIDE
BENEFITS, INCLUDING WITHOUT LIMITATION, MEDICAL BENEFITS (WHETHER OR NOT
INSURED), WITH RESPECT TO ANY CURRENT OR FORMER EMPLOYEE OF BORROWER OR ANY
ERISA AFFILIATE BEYOND HIS OR HER RETIREMENT OR OTHER TERMINATION OF SERVICE
OTHER THAN (A) COVERAGE MANDATED BY APPLICABLE LAW, (B) DEATH OR DISABILITY
BENEFITS THAT HAVE BEEN FULLY PROVIDED FOR BY PAID UP INSURANCE OR OTHERWISE OR
(C) SEVERANCE BENEFITS, PERMIT THE ASSETS OF BORROWER TO BECOME "PLAN ASSETS",
WHETHER BY OPERATION OF LAW OR UNDER REGULATIONS PROMULGATED UNDER ERISA; AND
BORROWER SHALL NOT ADOPT, AMEND (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW) OR
INCREASE THE AMOUNT OF ANY BENEFIT OR AMOUNT PAYABLE UNDER, OR PERMIT ANY ERISA
AFFILIATE TO ADOPT, AMEND (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW) OR
INCREASE THE AMOUNT OF ANY BENEFIT OR AMOUNT PAYABLE UNDER, ANY EMPLOYEE BENEFIT
PLAN (INCLUDING, WITHOUT LIMITATION, ANY EMPLOYEE WELFARE BENEFIT PLAN THAT IS
NOT A MULTIEMPLOYER PLAN) OR OTHER PLAN, POLICY OR ARRANGEMENT, EXCEPT FOR
NORMAL INCREASES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE THAT, IN THE AGGREGATE, DO NOT RESULT IN A MATERIAL INCREASE IN
BENEFITS EXPENSE TO BORROWER OR ANY ERISA AFFILIATE.
(T)
LABOR MATTERS.
BORROWER IS NOT A PARTY TO ANY COLLECTIVE
BARGAINING AGREEMENT AND HAS NO EMPLOYEES.
(U)
BORROWER'S LEGAL STATUS.
BORROWER'S EXACT LEGAL NAME THAT IS
INDICATED ON THE SIGNATURE PAGE HERETO, ORGANIZATIONAL IDENTIFICATION NUMBER AND
PLACE OF BUSINESS OR, IF MORE THAN ONE, ITS CHIEF EXECUTIVE OFFICE, AS WELL AS
BORROWER'S MAILING ADDRESS, IF DIFFERENT, WHICH WERE IDENTIFIED BY BORROWER TO
LENDER AND CONTAINED IN THIS AGREEMENT, ARE TRUE, ACCURATE AND COMPLETE.
BORROWER (I) WILL NOT CHANGE ITS NAME, ITS PLACE OF BUSINESS OR, IF MORE THAN
ONE PLACE OF BUSINESS, ITS CHIEF EXECUTIVE OFFICE, OR ITS MAILING ADDRESS OR
ORGANIZATIONAL IDENTIFICATION NUMBER IF IT HAS ONE WITHOUT GIVING LENDER AT
LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF SUCH CHANGE, (II)