PAYMENT TO ANY
PENSION PLAN REQUIRED UNDER SECTION 302(E) OF ERISA OR SECTION 412(M) OF THE IRC
AND HAVE ALSO MADE FULL AND TIMELY PAYMENT OF ANY OTHER COSTS OR EXPENSES
RELATED TO SUCH A PLAN.
THE LOAN PARTIES AND ALL COMMONLY CONTROLLED ENTITIES
HAVE MADE FULL AND TIMELY PAYMENT OF ALL CONTRIBUTIONS TO MULTIEMPLOYER PLANS
REQUIRED UNDER ERISA, THE IRC OR APPLICABLE COLLECTIVE BARGAINING AGREEMENTS.
NO LOAN PARTY NOR ANY COMMONLY CONTROLLED ENTITY HAS HAD A COMPLETE OR PARTIAL
WITHDRAWAL FROM ANY MULTIEMPLOYER PENSION PLAN AND THE LIABILITY TO WHICH SUCH
LOAN PARTY OR COMMONLY CONTROLLED ENTITY WOULD BECOME SUBJECT UNDER ERISA IF
SUCH LOAN PARTY OR ANY SUCH COMMONLY CONTROLLED ENTITY WERE TO WITHDRAW
COMPLETELY FROM ALL MULTIEMPLOYER PENSION PLANS AS OF THE VALUATION DATE MOST
CLOSELY PRECEDING THE DATE HEREOF IS NOT IN EXCESS OF $250,000.
NO SUCH
MULTIEMPLOYER PENSION PLAN HAS BEEN TERMINATED OR IS IN REORGANIZATION OR
INSOLVENT, NOR, IS ANY SUCH MULTIEMPLOYER PENSION PLAN LIKELY TO BE TERMINATED
OR TO BECOME IN REORGANIZATION OR INSOLVENT.
NO "ACCUMULATED FUNDING
DEFICIENCY" (AS DEFINED IN SECTION 302 OF ERISA OR SECTION 412 OF THE IRC),
WHETHER OR NOT WAIVED, EXISTS WITH RESPECT TO ANY MULTIEMPLOYER PLAN.
THE
PRESENT VALUE (DETERMINED USING ASSUMPTIONS WHICH ARE REASONABLE IN RESPECT OF
THE BENEFITS PROVIDED AND THE EMPLOYEES PARTICIPATING) OF THE AGGREGATE
LIABILITY OF THE LOAN PARTIES AND ANY COMMONLY CONTROLLED ENTITIES FOR
POST-RETIREMENT BENEFITS TO BE PROVIDED TO THEIR CURRENT AND FORMER EMPLOYEES
UNDER ALL PLANS WHICH ARE WELFARE BENEFIT PLANS (AS DEFINED IN SECTION 3(1) OF
46
ERISA) IS NOT IN EXCESS OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000).
NO
WRITTEN NOTICE OF LIABILITY HAS BEEN RECEIVED WITH RESPECT TO THE LOAN PARTIES,
OR ANY PLAN FOR ANY "PROHIBITED TRANSACTION" (WITHIN THE MEANING OF SECTION 4975
OF THE IRC OR SECTION 406 OF ERISA), NOR HAS ANY SUCH PROHIBITED TRANSACTION
RESULTING IN LIABILITY TO THE LOAN PARTY OCCURRED.
NO LOAN PARTY OR COMMONLY
CONTROLLED ENTITY WILL, AS A RESULT OF CONSUMMATING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (PURSUANT TO THE PROVISIONS OF THE AGREEMENT, BY
OPERATION OF LAW OR OTHERWISE) (I) HAVE INCURRED OR BECOME LIABLE FOR ANY TAX
ASSESSED BY THE INTERNAL REVENUE SERVICE FOR ANY ALLEGED VIOLATIONS OF
SECTION 4975 OF THE IRC OR ANY CIVIL PENALTY IMPOSED BY THE DEPARTMENT OF LABOR
FOR ANY ALLEGED VIOLATIONS OF SECTION 406 OF ERISA, (II) HAVE CAUSED OR
PERMITTED TO OCCUR ANY "PROHIBITED TRANSACTION" WITHIN THE MEANING OF SUCH
SECTION 4975 OF THE IRC OR SECTION 406 OF ERISA WITH RESPECT TO ANY PLAN FOR
WHICH NO EXEMPTION IS AVAILABLE OR (III) HAVE INCURRED ANY LIABILITY TO THE PBGC
(OTHER THAN ORDINARY AND USUAL PBGC PREMIUM LIABILITY) OR ANY LIABILITY FOR
COMPLETE OR PARTIAL WITHDRAWAL TO ANY MULTIEMPLOYER PENSION PLAN.
NO LOAN PARTY
IS SUBJECT (DIRECTLY OR INDIRECTLY) TO, AND NO FACTS EXIST WHICH COULD SUBJECT
ANY LOAN PARTY (DIRECTLY OR INDIRECTLY) TO, ANY OTHER LIABILITY, PENALTY, TAX OR
LIEN WHATSOEVER, WHICH COULD RESULT IN A MATERIAL ADVERSE