MATERIAL ADVERSE EFFECT.
5.6.
TAXES.
THE PARENT, THE BORROWER AND THE SUBSIDIARIES HAVE FILED
ALL UNITED STATES FEDERAL TAX RETURNS AND ALL OTHER TAX RETURNS WHICH ARE
REQUIRED TO BE FILED AND HAVE PAID ALL TAXES SHOWN TO BE DUE THEREON OR PURSUANT
TO ANY ASSESSMENT RECEIVED BY THE PARENT, THE BORROWER OR ANY SUBSIDIARIES,
EXCEPT IN RESPECT OF SUCH TAXES, IF ANY, (I) AS ARE BEING CONTESTED IN GOOD
FAITH AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH
AGREEMENT ACCOUNTING PRINCIPLES AND AS TO WHICH NO LIEN EXISTS (EXCEPT AS
PERMITTED BY SECTION 6.15.1) OR (II) AS TO WHICH THE FAILURE TO FILE SUCH RETURN
OR PAY SUCH TAXES WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
AS OF THE RESTATEMENT EFFECTIVE DATE, THE UNITED STATES INCOME TAX
RETURNS OF THE PARENT, THE BORROWER AND THE SUBSIDIARIES HAVE BEEN AUDITED BY
THE INTERNAL REVENUE SERVICE THROUGH THE FISCAL YEAR ENDED DECEMBER 31, 1998,
AND, AS OF THE RESTATEMENT EFFECTIVE DATE, NO LIENS HAVE BEEN FILED AND NO
CLAIMS ARE BEING ASSERTED WITH RESPECT TO SUCH TAXES SHOWN TO BE DUE ON SUCH
RETURNS.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE PARENT, THE
BORROWER AND THE SUBSIDIARIES IN RESPECT OF ANY TAXES OR OTHER GOVERNMENTAL
CHARGES ARE ADEQUATE UNDER AGREEMENT ACCOUNTING PRINCIPLES.
5.7.
LITIGATION AND CONTINGENT OBLIGATIONS.
THERE IS NO LITIGATION,
ARBITRATION, GOVERNMENTAL INVESTIGATION, PROCEEDING OR INQUIRY PENDING OR, TO
THE KNOWLEDGE OF ANY OF THEIR EXECUTIVE OFFICERS, THREATENED AGAINST THE PARENT,
THE BORROWER OR ANY SUBSIDIARIES WHICH WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT OR WHICH SEEKS TO PREVENT, ENJOIN OR DELAY THE MAKING OF
ANY REVOLVING LOANS.
AS OF DECEMBER 31, 2004, OTHER THAN ANY LIABILITY INCIDENT
TO ANY LITIGATION, ARBITRATION OR PROCEEDING WHICH WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, NONE OF THE PARENT, THE BORROWER OR
ANY SUBSIDIARY HAD ANY CONTINGENT OBLIGATIONS REQUIRED TO BE REFLECTED ON THE
PARENT'S CONSOLIDATED BALANCE SHEET IN
46
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND NOT PROVIDED FOR
OR DISCLOSED IN THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.4, IN AN
AGGREGATE AMOUNT IN EXCESS OF $10,000,000.
5.8.
SUBSIDIARIES.
SCHEDULE 5.8 CONTAINS AN ACCURATE LIST OF ALL
SUBSIDIARIES OF THE PARENT AS OF THE RESTATEMENT EFFECTIVE DATE, SETTING FORTH
THEIR RESPECTIVE JURISDICTIONS OF ORGANIZATION AND THE PERCENTAGE OF THEIR
RESPECTIVE CAPITAL STOCK OR OTHER OWNERSHIP INTERESTS OWNED BY THE PARENT OR
OTHER SUBSIDIARIES.
ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK
OR OTHER OWNERSHIP INTERESTS OF SUCH SUBSIDIARIES HAVE BEEN (TO THE EXTENT SUCH
CONCEPTS ARE RELEVANT WITH RESPECT TO SUCH OWNERSHIP INTERESTS) DULY AUTHORIZED
AND ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE.
5.9.
ERISA.
DURING THE TWELVE CONSECUTIVE MONTH PERIOD PRIOR TO THE
RESTATEMENT EFFECTIVE DATE, THE DATE OF THE INITIAL CREDIT EXTENSION AND THE
DATE OF ANY SUBSEQUENT CREDIT EXTENSION, (I) NO FORMAL STEP HAS BEEN TAKEN TO
TERMINATE ANY PLAN, OTHER THAN A STANDARD TERMINATION UNDER SECTION