such taxes,
assessments, fees or other charges which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.
2.21
ENVIRONMENTAL LAW COMPLIANCE
The Borrower is in compliance with all Environmental Law in respect of which
non-compliance would have a material adverse effect on the ability of the
Borrower to perform its obligations under the Agreement.
2.22
INSURANCE
Each of the Borrower and the Guarantor:
(A)
HAS INSURED BY FINANCIALLY SOUND AND
REPUTABLE INSURERS ALL ASSETS AND PROPERTY OF A CHARACTER CUSTOMARILY INSURED BY
PERSONS ENGAGED IN THE SAME OR A SIMILAR BUSINESS, SIMILARLY SITUATED, INCLUDING
INVENTORY AND BUSINESS INTERRUPTION INSURANCE, IN SUCH AMOUNTS AS ARE
CUSTOMARILY INSURED FOR BY SUCH PERSONS, OR
(B)
MAINTAINS A PROGRAM OF SELF-INSURANCE, WITH
RESERVES, IN ACCORDANCE WITH SOUND BUSINESS PRACTICES.
2.23
ERISA COMPLIANCE BY GUARANTOR
(A)
EACH PLAN IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER FEDERAL OR
STATE LAWS. EACH PLAN THAT IS INTENDED TO QUALIFY UNDER THE SECTION 401(A) OF
THE CODE HAS RECEIVED A FAVOURABLE DETERMINATION LETTER FROM THE IRS OR AN
APPLICATION FOR SUCH A LETTER IS CURRENTLY BEING OR WILL BE PROCESSED BY THE IRS
WITH RESPECT THERETO AND SUCH APPLICATION IS OR WILL BE WITHIN A REMEDIAL
AMENDMENT PERIOD AND, TO THE GUARANTOR'S KNOWLEDGE, NOTHING HAS OCCURRED WHICH
WOULD PREVENT, OR CAUSE THE LOSS OF, SUCH QUALIFICATION WHICH IS NOT CORRECTABLE
WITHOUT COST OR AT A COST THAT IS IMMATERIAL. THE GUARANTOR AND EACH ERISA
AFFILIATE HAVE MADE ALL REQUIRED CONTRIBUTIONS TO EACH PLAN SUBJECT TO SECTION
412 OF THE CODE, AND NO APPLICATION FOR A FUNDING WAIVER OR AN EXTENSION OF ANY
AMORTIZATION PERIOD PURSUANT TO SECTION 412 OF THE CODE HAS BEEN MADE WITH
RESPECT TO ANY PLAN.
(B)
THERE ARE NO PENDING OR, TO THE GUARANTOR'S
KNOWLEDGE, THREATENED CLAIMS, ACTIONS OR LAWSUITS, OR ACTION BY ANY GOVERNMENTAL
BODY, WITH RESPECT TO ANY PLAN THAT COULD BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT. THERE HAS BEEN NO PROHIBITED TRANSACTION OR VIOLATION
OF THE FIDUCIARY RESPONSIBILITY RULES WITH RESPECT TO ANY PLAN THAT HAS RESULTED
OR COULD BE REASONABLY EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
33
(C)
(1)
EXCEPT AS SPECIFICALLY DISCLOSED IN
ANNEXURE I TO SCHEDULE B NO ERISA EVENT HAS OCCURRED WITHIN THE 12 YEAR PERIOD
PRIOR TO JANUARY 1, 2003 OR WAS OR IS REASONABLY EXPECTED TO OCCUR THEREAFTER;
(2)
AS OF JANUARY 1, 2003, EXCEPT AS
SPECIFICALLY DISCLOSED IN SCHEDULE B, NO PENSION PLAN HAD ANY UNFUNDED PENSION
LIABILITY;
(3)
NEITHER THE GUARANTOR NOR ANY ERISA
AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY UNDER
TITLE IV OF ERISA, WITH RESPECT TO ANY PENSION PLAN (OTHER THAN PREMIUMS DUE AND
NOT DELINQUENT UNDER SECTION 4007 OF ERISA);
(4)
NEITHER THE GUARANTOR NOR ANY ERISA
AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY (AND NO
EVENT HAS OCCURRED WHICH, WITH THE GIVING OF NOTICE UNDER SECTION 4219 OF ERISA,
COULD BE REASONABLY EXPECTED