FILED AND HAS PAID OR CAUSED TO BE PAID ALL TAXES REQUIRED
TO HAVE BEEN PAID BY IT, EXCEPT (A) TAXES THAT ARE BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE BORROWER OR SUCH SIGNIFICANT
SUBSIDIARY, AS APPLICABLE, HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES OR
(B) TO THE EXTENT THAT THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.06.
LITIGATION AND ENVIRONMENTAL MATTERS.
(A)
THERE
ARE NO ACTIONS, SUITS OR PROCEEDINGS BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL
AUTHORITY PENDING AGAINST OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED
AGAINST OR AFFECTING THE BORROWER OR ANY OF ITS SIGNIFICANT SUBSIDIARIES (I)
THAT COULD REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO RESULT
IN A MATERIAL ADVERSE EFFECT (OTHER THAN THE DISCLOSED MATTERS LISTED ON
SCHEDULE 3.06) OR (II) THAT INVOLVE THIS AGREEMENT, THE TRANSACTIONS OR THE
KINKO'S ACQUISITION.
(B)
EXCEPT FOR THE DISCLOSED MATTERS LISTED ON
SCHEDULE 3.06 AND EXCEPT WITH RESPECT TO ANY MATTERS THAT, INDIVIDUALLY OR IN
THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT, NEITHER THE BORROWER NOR ANY OF ITS SIGNIFICANT SUBSIDIARIES (I) HAS
FAILED TO COMPLY WITH ANY ENVIRONMENTAL LAW OR TO OBTAIN, MAINTAIN OR COMPLY
WITH ANY PERMIT, LICENSE OR OTHER APPROVAL REQUIRED UNDER ANY ENVIRONMENTAL LAW,
(II) HAS BECOME SUBJECT TO ANY ENVIRONMENTAL LIABILITY, (III) HAS RECEIVED
NOTICE OF ANY CLAIM WITH RESPECT TO ANY ENVIRONMENTAL LIABILITY OR (IV) KNOWS OF
ANY BASIS FOR ANY ENVIRONMENTAL LIABILITY.
(C)
OTHER THAN ANY LIABILITY INCIDENT TO THE
DISCLOSED MATTERS, THE BORROWER AND ITS SIGNIFICANT SUBSIDIARIES HAVE NO
MATERIAL CONTINGENT OBLIGATIONS AS OF THE DATE HEREOF NOT PROVIDED FOR OR
DISCLOSED IN THE FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO) REFERRED TO
IN SECTION 3.04.
SINCE THE DATE OF THIS AGREEMENT, THERE HAS BEEN NO CHANGE IN
THE STATUS OF THE DISCLOSED MATTERS THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS
RESULTED IN A MATERIAL ADVERSE EFFECT.
SECTION 3.07.
SUBSIDIARIES. SCHEDULE 3.07 HERETO CONTAINS AN
ACCURATE LIST OF ALL OF THE SIGNIFICANT SUBSIDIARIES OF THE BORROWER AS OF THE
DATE HEREOF, SETTING FORTH THEIR RESPECTIVE JURISDICTIONS OF INCORPORATION AND
THE PERCENTAGE OF THEIR RESPECTIVE CAPITAL STOCK OWNED BY THE BORROWER OR OTHER
SUBSIDIARIES.
ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF SUCH
SIGNIFICANT SUBSIDIARIES HAVE BEEN DULY AUTHORIZED AND ISSUED AND ARE FULLY PAID
AND NON-ASSESSABLE.
SECTION 3.08.
ERISA.
NEITHER A REPORTABLE EVENT NOR AN
"ACCUMULATED FUNDING DEFICIENCY" (WITHIN THE MEANING OF SECTION 412 OF THE CODE
OR SECTION 302 OF ERISA) HAS OCCURRED DURING THE FIVE-YEAR PERIOD PRIOR TO THE
DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE WITH RESPECT TO ANY
PLAN, AND EACH PLAN HAS COMPLIED IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
PROVISIONS OF ERISA AND THE CODE.
NO TERMINATION OF A SINGLE EMPLOYER PLAN HAS
OCCURRED, AND NO LIEN IN FAVOR OF THE PBGC OR A PLAN HAS ARISEN, DURING SUCH
FIVE-YEAR PERIOD.
THE PRESENT