1974, AS AMENDED ("ERISA")) FOR
WHICH THE COMPANY OR ANY MEMBER OF ITS "CONTROLLED GROUP" (DEFINED AS ANY
ORGANIZATION WHICH IS A MEMBER OF A CONTROLLED GROUP OF CORPORATIONS WITHIN THE
MEANING OF SECTION 414 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE")) WOULD HAVE ANY LIABILITY (EACH A "PLAN") HAS BEEN MAINTAINED IN
MATERIAL COMPLIANCE WITH ITS TERMS AND WITH THE REQUIREMENTS OF ALL APPLICABLE
STATUTES, RULES AND REGULATIONS INCLUDING ERISA AND THE CODE; (II) WITH RESPECT
TO EACH PLAN SUBJECT TO TITLE IV OF ERISA (A) NO "REPORTABLE EVENT" (WITHIN THE
MEANING OF SECTION 4043(C) OF ERISA) HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR, (B) NO "ACCUMULATED FUNDING DEFICIENCY" (WITHIN THE MEANING OF SECTION
302 OF ERISA OR SECTION 412 OF THE CODE), WHETHER OR NOT WAIVED, HAS OCCURRED OR
IS REASONABLY EXPECTED TO OCCUR, (C) THE FAIR MARKET VALUE OF THE ASSETS UNDER
EACH PLAN EXCEEDS THE PRESENT VALUE OF ALL BENEFITS ACCRUED UNDER SUCH PLAN
(DETERMINED BASED ON THOSE ASSUMPTIONS USED TO FUND SUCH PLAN) AND (D) NEITHER
THE COMPANY OR ANY MEMBER OF ITS CONTROLLED GROUP HAS INCURRED, OR REASONABLY
EXPECTS TO INCUR, ANY LIABILITY UNDER TITLE IV OF ERISA (OTHER THAN
CONTRIBUTIONS TO THE PLAN OR PREMIUMS TO THE PENSION BENEFIT GUARANTY
CORPORATION IN THE ORDINARY COURSE AND WITHOUT DEFAULT) IN RESPECT OF A PLAN
(INCLUDING A "MULTIEMPLOYER PLAN," WITHIN THE MEANING OF SECTION 4001(C)(3) OF
ERISA); AND (III) EACH PLAN THAT IS INTENDED TO BE QUALIFIED UNDER SECTION
401(A) OF THE CODE IS SO QUALIFIED AND NOTHING HAS OCCURRED, WHETHER BY ACTION
OR BY FAILURE TO ACT, WHICH WOULD CAUSE THE LOSS OF SUCH QUALIFICATION.
(JJ)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE FILED ALL FEDERAL,
STATE, LOCAL AND FOREIGN INCOME AND FRANCHISE TAX RETURNS REQUIRED TO BE FILED
THROUGH THE DATE HEREOF, SUBJECT TO PERMITTED EXTENSIONS, AND HAVE PAID ALL
TAXES DUE THEREON, AND NO MATERIAL TAX DEFICIENCY HAS BEEN DETERMINED ADVERSELY
TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, NOR DOES THE COMPANY HAVE ANY
KNOWLEDGE OF ANY TAX DEFICIENCIES THAT WOULD, IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(KK)
THERE ARE NO TRANSFER TAXES OR OTHER SIMILAR FEES OR CHARGES UNDER
FEDERAL LAW OR THE LAWS OF ANY STATE, OR ANY POLITICAL SUBDIVISION THEREOF,
REQUIRED TO BE PAID IN
13
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE ISSUANCE BY
THE COMPANY OR SALE BY THE COMPANY OF THE SECURITIES.
(LL)
SINCE THE DATE AS OF WHICH INFORMATION IS GIVEN IN THE PRICING
DISCLOSURE PACKAGE AND EXCEPT AS OTHERWISE DESCRIBED IN THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM, THE COMPANY HAS NOT (I) ISSUED OR GRANTED
ANY SECURITIES, (II) INCURRED ANY LIABILITY OR OBLIGATION, DIRECT OR CONTINGENT,
OTHER THAN LIABILITIES AND OBLIGATIONS THAT WERE INCURRED IN THE ORDINARY COURSE
OF BUSINESS, (III) ENTERED INTO ANY MATERIAL TRANSACTION NOT IN THE ORDINARY
COURSE OF BUSINESS OR (IV) DECLARED OR PAID ANY DIVIDEND ON ITS CAPITAL STOCK.