WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.13
TAXES.
EXCEPT TO THE EXTENT SUBJECT TO A PERMITTED
CONTEST, ALL FEDERAL, STATE AND LOCAL TAX RETURNS, REPORTS AND STATEMENTS
REQUIRED TO BE FILED BY OR ON BEHALF OF EACH CREDIT PARTY HAVE BEEN FILED WITH
THE APPROPRIATE GOVERNMENTAL AGENCIES IN ALL JURISDICTIONS IN WHICH SUCH
RETURNS, REPORTS AND STATEMENTS ARE REQUIRED TO BE FILED, AND ALL TAXES
(INCLUDING REAL PROPERTY TAXES) AND OTHER CHARGES SHOWN TO BE DUE AND PAYABLE IN
RESPECT THEREOF HAVE BEEN TIMELY PAID PRIOR TO THE DATE ON WHICH ANY FINE,
PENALTY, INTEREST, LATE CHARGE OR LOSS MAY BE ADDED THERETO FOR NONPAYMENT
THEREOF.
EXCEPT TO THE EXTENT SUBJECT TO A PERMITTED CONTEST, ALL STATE AND
LOCAL SALES AND USE TAXES REQUIRED TO BE PAID BY EACH CREDIT PARTY HAVE BEEN
PAID.
EXCEPT TO THE EXTENT SUBJECT TO A PERMITTED CONTEST, ALL FEDERAL AND
STATE RETURNS HAVE BEEN FILED BY EACH CREDIT PARTY FOR ALL PERIODS FOR WHICH
RETURNS WERE DUE WITH RESPECT TO EMPLOYEE INCOME TAX WITHHOLDING, SOCIAL
SECURITY AND UNEMPLOYMENT TAXES, AND THE AMOUNTS SHOWN THEREON TO BE DUE AND
PAYABLE HAVE BEEN PAID IN FULL OR ADEQUATE PROVISIONS THEREFOR HAVE BEEN MADE.
SECTION 3.14
COMPLIANCE WITH ERISA.
(A)
EACH ERISA PLAN (AND THE RELATED TRUSTS AND FUNDING AGREEMENTS)
COMPLIES IN FORM AND IN OPERATION WITH, HAS BEEN ADMINISTERED IN COMPLIANCE
WITH, AND THE TERMS OF EACH ERISA PLAN SATISFY, THE APPLICABLE REQUIREMENTS OF
ERISA AND THE CODE IN ALL MATERIAL RESPECTS.
EACH ERISA PLAN WHICH IS INTENDED
TO BE QUALIFIED UNDER SECTION 401(A) OF THE CODE IS SO QUALIFIED, AND THE UNITED
STATES INTERNAL REVENUE SERVICE HAS ISSUED A FAVORABLE DETERMINATION LETTER WITH
RESPECT TO EACH SUCH ERISA PLAN WHICH MAY BE RELIED ON CURRENTLY.
NO CREDIT
PARTY HAS INCURRED LIABILITY FOR ANY MATERIAL EXCISE TAX UNDER SECTIONS 4971
THROUGH 5000 OF THE CODE.
(B)
DURING THE THIRTY-SIX (36) MONTH PERIOD PRIOR TO THE CLOSING DATE
OR THE MAKING OF ANY LOAN OR THE ISSUANCE OF ANY LETTER OF CREDIT, (I) NO STEPS
HAVE BEEN TAKEN TO TERMINATE ANY PENSION PLAN AND (II) NO CONTRIBUTION FAILURE
HAS OCCURRED WITH RESPECT TO ANY PENSION PLAN SUFFICIENT TO GIVE RISE TO A LIEN
UNDER SECTION 302(F) OF ERISA.
NO CONDITION EXISTS OR EVENT OR TRANSACTION HAS
OCCURRED WITH RESPECT TO ANY PENSION PLAN WHICH COULD RESULT IN THE INCURRENCE
BY ANY CREDIT PARTY OF ANY MATERIAL LIABILITY, FINE OR PENALTY.
NO CREDIT PARTY
HAS INCURRED LIABILITY TO THE PBGC (OTHER THAN FOR CURRENT PREMIUMS) WITH
RESPECT TO ANY EMPLOYEE PENSION PLAN.
ALL CONTRIBUTIONS (IF ANY) HAVE BEEN MADE
ON A TIMELY BASIS TO ANY MULTIEMPLOYER PENSION PLAN THAT ARE REQUIRED TO BE MADE
BY ANY CREDIT PARTY OR ANY OTHER MEMBER OF THE CONTROLLED GROUP UNDER THE TERMS
OF THE PLAN OR OF ANY COLLECTIVE BARGAINING AGREEMENT OR BY APPLICABLE LAW; NO
CREDIT PARTY NOR ANY MEMBER OF THE CONTROLLED GROUP HAS WITHDRAWN OR PARTIALLY
WITHDRAWN FROM ANY MULTIEMPLOYER