BY THE INTERNAL REVENUE SERVICE OR OTHER
APPLICABLE TAX AUTHORITY UPON AUDIT.
(S)
NOT FOREIGN PERSON. BORROWER IS NOT A "FOREIGN PERSON" WITHIN THE
MEANING OF §1445(F)(3) OF THE CODE.
(T)
ERISA.
(I)
EXCEPT WITH RESPECT TO THE 401K PLAN ASSETS, IF ANY, THE ASSETS
OF BORROWER ARE NOT AND WILL NOT BECOME TREATED AS "PLAN ASSETS", WHETHER BY
OPERATION OF LAW OR UNDER REGULATIONS PROMULGATED UNDER ERISA. EACH PLAN AND
WELFARE PLAN, AND, TO THE ACTUAL KNOWLEDGE OF BORROWER, EACH MULTIEMPLOYER PLAN,
IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, AND HAS BEEN ADMINISTERED IN ALL
MATERIAL RESPECTS IN COMPLIANCE WITH, ITS TERMS AND THE APPLICABLE PROVISIONS OF
ERISA, THE CODE AND ANY OTHER APPLICABLE LEGAL REQUIREMENT, AND NO EVENT OR
CONDITION HAS OCCURRED AND IS CONTINUING AS TO WHICH BORROWER WOULD BE UNDER AN
OBLIGATION TO FURNISH A REPORT TO LENDER UNDER CLAUSE (II)(A) OF THIS SECTION.
OTHER THAN AN APPLICATION FOR A FAVORABLE DETERMINATION LETTER WITH RESPECT TO A
PLAN, THERE ARE NO PENDING ISSUES OR CLAIMS BEFORE THE INTERNAL REVENUE SERVICE,
THE UNITED STATES DEPARTMENT OF LABOR OR ANY COURT OF COMPETENT JURISDICTION
RELATED TO ANY PLAN OR WELFARE PLAN UNDER WHICH BORROWER OR ANY ERISA AFFILIATE,
DIRECTLY OR INDIRECTLY (THROUGH AN INDEMNIFICATION AGREEMENT OR OTHERWISE),
COULD BE SUBJECT TO ANY MATERIAL RISK OF LIABILITY UNDER SECTION 409 OR
502(I) OF ERISA OR SECTION 4975 OF THE CODE. NO WELFARE PLAN PROVIDES OR WILL
PROVIDE BENEFITS, INCLUDING, WITHOUT LIMITATION, DEATH OR 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 FULLY PAID
UP INSURANCE OR (C) SEVERANCE BENEFITS.
(II)
BORROWER WILL FURNISH TO LENDER AS SOON AS POSSIBLE, AND IN ANY
EVENT WITHIN TEN (10) DAYS AFTER BORROWER KNOWS OR HAS REASON TO BELIEVE THAT
ANY OF THE EVENTS OR CONDITIONS SPECIFIED BELOW WITH RESPECT TO ANY PLAN,
WELFARE PLAN OR MULTIEMPLOYER PLAN HAS OCCURRED OR EXISTS, AN OFFICER'S
CERTIFICATE SETTING FORTH DETAILS RESPECTING SUCH EVENT OR CONDITION AND THE
ACTION, IF ANY, THAT BORROWER OR ITS ERISA AFFILIATE PROPOSES TO TAKE WITH
RESPECT THERETO (AND A COPY OF ANY REPORT OR NOTICE REQUIRED TO BE FILED WITH OR
GIVEN TO PBGC (OR ANY OTHER RELEVANT GOVERNMENTAL AUTHORITY) BY BORROWER OR AN
ERISA AFFILIATE WITH RESPECT TO SUCH EVENT
33
OR CONDITION, IF SUCH REPORT OR NOTICE IS REQUIRED TO BE FILED WITH THE PBGC OR
ANY OTHER RELEVANT GOVERNMENTAL AUTHORITY:
(I)
ANY REPORTABLE EVENT, AS DEFINED IN SECTION 4043 OF ERISA AND THE
REGULATIONS ISSUED THEREUNDER, WITH RESPECT TO A PLAN, AS TO WHICH PBGC HAS NOT
BY REGULATION WAIVED THE REQUIREMENT OF SECTION 4043(A) OF ERISA THAT IT BE
NOTIFIED WITHIN THIRTY (30) DAYS OF THE OCCURRENCE OF SUCH EVENT (PROVIDED THAT
A FAILURE TO MEET THE MINIMUM FUNDING STANDARD OF SECTION