8.14
Employee Benefit Plans.
8.14.1
IN GENERAL.
EACH EMPLOYEE BENEFIT PLAN AND EACH GUARANTEED PENSION
PLAN HAS BEEN MAINTAINED AND OPERATED IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH THE PROVISIONS OF ERISA AND, TO THE EXTENT APPLICABLE, THE CODE, INCLUDING
BUT NOT LIMITED TO THE PROVISIONS THEREUNDER RESPECTING PROHIBITED TRANSACTIONS
AND THE BONDING OF FIDUCIARIES AND OTHER PERSONS HANDLING PLAN FUNDS AS REQUIRED
BY §412 OF ERISA.
THE BORROWERS HAVE HERETOFORE DELIVERED TO THE AGENT THE MOST
RECENTLY FILED ANNUAL REPORT, FORM 5500, WITH ALL REQUIRED ATTACHMENTS, AND
ACTUARIAL STATEMENT REQUIRED TO BE SUBMITTED UNDER §103(D) OF ERISA, WITH
RESPECT TO EACH GUARANTEED PENSION PLAN.
8.14.2
TERMINABILITY OF WELFARE PLANS.
EXCEPT AS SET FORTH IN
SCHEDULE 8.14.2, (A) NO EMPLOYEE BENEFIT PLAN MAINTAINED OR CONTRIBUTED TO BY
THE BORROWERS OR THEIR SUBSIDIARIES WHICH IS AN EMPLOYEE WELFARE BENEFIT PLAN
WITHIN THE MEANING OF §3(1) OR §3(2)(B) OF ERISA, PROVIDES BENEFIT COVERAGE
SUBSEQUENT TO TERMINATION OF EMPLOYMENT, EXCEPT AS REQUIRED BY TITLE I, PART 6
OF ERISA OR THE APPLICABLE STATE INSURANCE LAWS AND (B) THE BORROWERS, OR THEIR
SUBSIDIARIES, AS THE CASE MAY BE, MAY TERMINATE EACH SUCH PLAN AT ANY TIME (OR
AT ANY TIME SUBSEQUENT TO THE EXPIRATION OF ANY APPLICABLE BARGAINING AGREEMENT)
IN THE DISCRETION OF THE BORROWERS OR THEIR SUBSIDIARIES WITHOUT LIABILITY TO
ANY PERSON OTHER THAN FOR CLAIMS ARISING PRIOR TO TERMINATION.
8.14.3
GUARANTEED PENSION PLANS.
EACH CONTRIBUTION REQUIRED TO BE MADE TO A
GUARANTEED PENSION PLAN, WHETHER REQUIRED TO BE MADE TO AVOID THE INCURRENCE OF
AN ACCUMULATED FUNDING DEFICIENCY, THE NOTICE OR LIEN PROVISIONS OF §302(F) OF
ERISA, OR OTHERWISE, HAS BEEN TIMELY MADE.
NO WAIVER OF AN ACCUMULATED FUNDING
DEFICIENCY OR EXTENSION OF AMORTIZATION PERIODS UNDER §412 OF THE CODE OR §302
OF ERISA HAS BEEN RECEIVED WITH RESPECT TO ANY GUARANTEED PENSION PLAN, AND
NEITHER ANY OF THE BORROWERS NOR ANY ERISA AFFILIATE IS OBLIGATED TO POST OR HAS
POSTED SECURITY IN CONNECTION WITH AN AMENDMENT TO A GUARANTEED PENSION PLAN
PURSUANT TO §307 OF ERISA OR §401(A)(29) OF THE CODE.
NO LIABILITY TO THE PBGC
(OTHER THAN REQUIRED INSURANCE PREMIUMS, ALL OF WHICH HAVE BEEN PAID) HAS BEEN
INCURRED BY ANY BORROWER OR ANY ERISA AFFILIATE WITH RESPECT TO ANY GUARANTEED
PENSION PLAN AND NO ERISA REPORTABLE EVENT (OTHER THAN AN ERISA REPORTABLE EVENT
AS TO WHICH THE REQUIREMENT OF 30 DAYS NOTICE HAS BEEN WAIVED), NOR ANY OTHER
EVENT OR CONDITION WHICH PRESENTS A MATERIAL RISK OF TERMINATION OF
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ANY GUARANTEED PENSION PLAN BY THE PBGC, HAS OCCURRED.
BASED ON THE LATEST
VALUATION OF EACH GUARANTEED PENSION PLAN (WHICH IN EACH CASE OCCURRED WITHIN
TWELVE MONTHS OF THE DATE OF THIS REPRESENTATION), AND ON THE ACTUARIAL METHODS
AND ASSUMPTIONS EMPLOYED FOR THAT VALUATION, THE AGGREGATE BENEFIT LIABILITIES
OF ALL SUCH GUARANTEED PENSION PLANS WITHIN THE MEANING OF §4001 OF ERISA DID
NOT EXCEED THE AGGREGATE VALUE OF THE ASSETS OF ALL SUCH GUARANTEED PENSION
PLANS, DISREGARDING FOR THIS PURPOSE THE BENEFIT LIABILITIES AND ASSETS OF ANY
GUARANTEED