UNDER EACH OF THE PLANS (OTHER THAN MULTIEMPLOYER PLANS), DETERMINED
AS OF THE END OF SUCH PLAN'S MOST RECENTLY ENDED PLAN YEAR ON THE BASIS OF THE
ACTUARIAL ASSUMPTIONS SPECIFIED FOR FUNDING PURPOSES IN SUCH PLAN'S MOST RECENT
ACTUARIAL VALUATION REPORT, DID NOT EXCEED THE AGGREGATE CURRENT VALUE OF THE
ASSETS OF SUCH PLAN ALLOCABLE TO SUCH BENEFIT LIABILITIES.
THE TERM "BENEFIT
LIABILITIES" HAS THE MEANING SPECIFIED IN SECTION 4001 OF ERISA AND THE TERMS
"CURRENT VALUE" AND "PRESENT VALUE" HAVE THE MEANING SPECIFIED IN SECTION 3 OF
ERISA.
(III)
NO CREDIT PARTY NOR ANY OF ITS ERISA
AFFILIATES HAS INCURRED ANY WITHDRAWAL LIABILITIES (AND ARE NOT SUBJECT TO
CONTINGENT WITHDRAWAL LIABILITIES) UNDER SECTION 4201 OR 4204 OF ERISA IN
RESPECT OF MULTIEMPLOYER PLANS THAT INDIVIDUALLY OR IN THE AGGREGATE ARE
MATERIAL.
(IV)
THE EXPECTED POST-RETIREMENT BENEFIT
OBLIGATION (DETERMINED AS OF THE LAST DAY OF THE COMPANY'S MOST RECENTLY ENDED
FISCAL YEAR IN ACCORDANCE WITH FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT
NO. 106, WITHOUT REGARD TO LIABILITIES ATTRIBUTABLE TO CONTINUATION COVERAGE
MANDATED BY SECTION 4980B OF THE CODE) OF THE COMPANY AND ITS SUBSIDIARIES IS
NOT MATERIAL.
(V)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS WILL NOT INVOLVE ANY TRANSACTION THAT IS SUBJECT TO
THE PROHIBITIONS OF SECTION 406 OF ERISA OR IN CONNECTION WITH WHICH A TAX WOULD
BE IMPOSED PURSUANT TO SECTION 4975(C)(1)(A)-(D) OF THE CODE.
(J)
MARGIN STOCK.
NO BORROWER NOR ANY
SUBSIDIARY THEREOF IS ENGAGED PRINCIPALLY OR AS ONE OF ITS ACTIVITIES IN THE
BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING" ANY
"MARGIN STOCK" (AS EACH SUCH TERM IS DEFINED OR USED, DIRECTLY OR INDIRECTLY, IN
REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
NO PART
OF THE PROCEEDS OF ANY OF THE LOANS WILL BE USED FOR PURCHASING OR CARRYING
MARGIN STOCK OR FOR ANY PURPOSE WHICH VIOLATES, OR WHICH WOULD BE INCONSISTENT
WITH, THE PROVISIONS OF REGULATION T, U OR X OF SUCH BOARD OF GOVERNORS.
(K)
GOVERNMENT REGULATION.
NO BORROWER NOR ANY
SUBSIDIARY THEREOF IS AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY" (AS EACH SUCH TERM IS DEFINED OR USED IN THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED) AND NO BORROWER NOR ANY SUBSIDIARY THEREOF IS,
OR AFTER GIVING EFFECT TO ANY EXTENSION OF CREDIT WILL BE, SUBJECT TO
41
REGULATION UNDER THE INTERSTATE COMMERCE ACT, AS AMENDED, OR ANY OTHER
APPLICABLE LAW WHICH LIMITS ITS ABILITY TO INCUR OR CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
(L)
FINANCIAL STATEMENTS.
THE AUDITED AND
UNAUDITED FINANCIAL STATEMENTS DELIVERED PURSUANT TO SECTION 5.2(D)(I) ARE
COMPLETE AND CORRECT AND FAIRLY PRESENT ON A CONSOLIDATED BASIS THE ASSETS,
LIABILITIES AND FINANCIAL POSITION OF THE COMPANY AND ITS SUBSIDIARIES AS AT
SUCH DATES, AND THE RESULTS OF THE OPERATIONS AND CHANGES OF FINANCIAL POSITION
FOR THE PERIODS THEN ENDED (OTHER THAN CUSTOMARY YEAR-END ADJUSTMENTS FOR
UNAUDITED FINANCIAL STATEMENTS).
THE COMPANY AND ITS SUBSIDIARIES DO NOT HAVE
ANY MATERIAL LIABILITIES THAT ARE NOT