FINANCIAL ACCOUNTING STANDARDS NO. 87) DID NOT, AS OF
THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS REFLECTING SUCH AMOUNTS, EXCEED
BY MORE THAN $40,000,000 THE FAIR MARKET VALUE OF THE ASSETS OF ALL SUCH
UNDERFUNDED PLANS.
THE MINIMUM FUNDING STANDARDS OF ERISA AND THE CODE WITH
RESPECT TO EACH PLAN HAVE BEEN SATISFIED.
(B)
CANADIAN BENEFIT AND PENSION PLANS.
THE CANADIAN PENSION PLANS ARE DULY
REGISTERED IN ACCORDANCE WITH ANY REQUIREMENT OF LAW THAT REQUIRES REGISTRATION
AND NO EVENT HAS
79
OCCURRED WHICH IS REASONABLY LIKELY TO CAUSE THE LOSS OF SUCH REGISTERED
STATUS.
ALL MATERIAL OBLIGATIONS OF THE BORROWERS AND EACH SUBSIDIARY
(INCLUDING FIDUCIARY, FUNDING, INVESTMENT AND ADMINISTRATION OBLIGATIONS)
REQUIRED TO BE PERFORMED IN CONNECTION WITH THE CANADIAN PENSION PLANS AND THE
FUNDING AGREEMENTS THEREFOR HAVE BEEN PERFORMED IN A TIMELY FASHION.
AS OF THE
RESTATEMENT EFFECTIVE DATE, THERE ARE NO OUTSTANDING DISPUTES CONCERNING THE
ASSETS HELD UNDER THE FUNDING AGREEMENTS FOR THE CANADIAN PENSION PLANS OR THE
CANADIAN BENEFIT PLANS.
THE FUNDED STATUS, ON A PARTIAL WIND-UP OR FULL WIND-UP
BASIS, AS SPECIFIED IN THE ATTACHED SCHEDULE 3.10(B), OF EACH OF THE CANADIAN
PENSION PLANS AS DETERMINED IN THE ACTUARIAL VALUATIONS LAST FILED WITH THE
APPLICABLE GOVERNMENTAL AUTHORITIES PRIOR TO THE RESTATEMENT EFFECTIVE DATE,
WHICH WERE PREPARED IN ACCORDANCE WITH APPLICABLE LAW AND BASED ON METHODS AND
ASSUMPTIONS THAT ARE CONSISTENT WITH GENERALLY ACCEPTED ACTUARIAL PRINCIPLES, IS
SET OUT IN SCHEDULE 3.10(B).
TO THE KNOWLEDGE OF THE LOAN PARTIES, EXCEPT AS
SET OUT IN SCHEDULE 3.10(B), THERE HAS BEEN NO FULL OR PARTIAL TERMINATIONS OF
ANY CANADIAN PENSION PLAN.
AS OF THE RESTATEMENT EFFECTIVE DATE, EXCEPT AS SET
OUT IN SCHEDULE 3.10(B), THE LOAN PARTIES HAVE RECEIVED NO INQUIRIES FROM ANY
GOVERNMENTAL AUTHORITY AND NO NOTICE OF ANY DISPUTE WITH RESPECT TO THE
POTENTIAL APPLICATION OF THE DECISION OF THE SUPREME COURT OF CANADA IN MONSANTO
CANADA INC. V. SUPERINTENDENT OF FINANCIAL SERVICES (ONTARIO) [2004], 3 S.C.R.
152 TO ANY CANADIAN PENSION PLAN.
NO PROMISES OF BENEFIT IMPROVEMENTS UNDER THE
CANADIAN PENSION PLANS OR THE CANADIAN BENEFIT PLANS HAVE BEEN MADE EXCEPT WHERE
SUCH IMPROVEMENT COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
ALL CONTRIBUTIONS OR PREMIUMS REQUIRED TO BE MADE OR PAID BY EITHER
BORROWER OR ANY SUBSIDIARY TO THE CANADIAN PENSION PLANS, ANY CANADIAN
MULTI-EMPLOYER PLAN OR THE CANADIAN BENEFIT PLANS HAVE BEEN MADE OR PAID IN A
TIMELY FASHION IN ACCORDANCE WITH THE TERMS OF SUCH PLANS AND ALL REQUIREMENTS
OF LAW.
ALL EMPLOYEE CONTRIBUTIONS TO THE CANADIAN PENSION PLANS OR THE
CANADIAN BENEFIT PLANS BY WAY OF AUTHORIZED PAYROLL DEDUCTION OR OTHERWISE HAVE
BEEN PROPERLY WITHHELD OR COLLECTED BY EACH OF THE BORROWERS AND THE
SUBSIDIARIES, AS THE CASE MAY BE, AND FULLY PAID INTO SUCH PLANS IN A TIMELY
MANNER.
SCHEDULE 3.10(B) LISTS, AS OF THE RESTATEMENT EFFECTIVE DATE, ALL
"PARTICIPATION AGREEMENTS" ENTERED INTO BY EITHER BORROWER OR ANY SUBSIDIARY AND
A LABOR UNION WITH RESPECT TO SUCH BORROWER OR SUBSIDIARY'S PARTICIPATION IN A
CANADIAN MULTI-EMPLOYER PLAN AND