TAX LIENS HAVE BEEN FILED
AND, EXCEPT AS DISCLOSED ON SCHEDULE 7.11, NO CLAIMS ARE BEING ASSERTED AGAINST
ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, WITH RESPECT TO ANY
TAXES; PROVIDED, HOWEVER, THAT, WITH RESPECT TO THE NONMATERIAL SUBSIDIARIES,
SUCH REPRESENTATION IS MADE ONLY TO THE BEST OF F.Y.I.'S KNOWLEDGE WITHOUT
UNDERTAKING A CURRENT LIEN SEARCH.
EXCEPT AS DISCLOSED ON SCHEDULE 7.11 HERETO,
AS OF THE CLOSING DATE AND THE EFFECTIVE DATE, NONE OF THE U.S. INCOME TAX
RETURNS OF THE LOAN PARTIES OR ANY OF THEIR RESPECTIVE SUBSIDIARIES ARE UNDER
AUDIT.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE LOAN PARTIES IN
RESPECT OF TAXES OR OTHER GOVERNMENTAL CHARGES ARE IN ACCORDANCE WITH GAAP.
SECTION 7.12
MARGIN SECURITIES.
NONE OF THE LOAN PARTIES OR ANY OF
THEIR RESPECTIVE SUBSIDIARIES IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR
CARRYING MARGIN STOCK (WITHIN THE MEANING OF REGULATIONS T, U OR X OF THE BOARD
OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM), AND NO PART OF THE PROCEEDS OF ANY
LOAN WILL BE USED TO PURCHASE OR CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT TO
OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK.
SECTION 7.13
ERISA; PLANS.
NEITHER ANY LOAN PARTY NOR ANY ERISA
AFFILIATE MAINTAINS OR CONTRIBUTES TO, OR HAS ANY OBLIGATION UNDER, ANY PENSION
PLAN OTHER THAN THE PENSION PLANS IDENTIFIED ON SCHEDULE 7.13.
EXCEPT AS
SPECIFIED ON SCHEDULE 7.13, EACH PLAN OF EACH LOAN PARTY IS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE PROVISIONS OF ERISA AND THE CODE.
EXCEPT
AS SPECIFIED ON SCHEDULE 7.13, NEITHER A REPORTABLE EVENT NOR A PROHIBITED
TRANSACTION HAS OCCURRED WITHIN THE LAST 60 MONTHS WITH RESPECT TO ANY PLAN.
NO
NOTICE OF INTENT TO TERMINATE A PENSION PLAN HAS BEEN FILED, NOR HAS ANY PENSION
PLAN BEEN TERMINATED.
NO CIRCUMSTANCES EXIST WHICH CONSTITUTE GROUNDS ENTITLING
THE PBGC TO INSTITUTE PROCEEDINGS TO TERMINATE, OR APPOINT A TRUSTEE TO
ADMINISTER, A PENSION PLAN, NOR HAS THE PBGC INSTITUTED ANY SUCH PROCEEDINGS.
NEITHER ANY OF THE LOAN PARTIES NOR ANY ERISA AFFILIATE HAS COMPLETELY OR
PARTIALLY WITHDRAWN FROM A MULTIEMPLOYER PLAN.
EACH LOAN PARTY AND EACH ERISA
AFFILIATE HAVE MET THEIR MINIMUM FUNDING REQUIREMENTS UNDER ERISA AND THE CODE
WITH RESPECT TO ALL OF THEIR PLANS SUBJECT TO SUCH REQUIREMENTS, AND, AS OF THE
CLOSING DATE AND THE EFFECTIVE DATE EXCEPT AS SPECIFIED ON SCHEDULE 7.13, THE
PRESENT VALUE OF ALL VESTED BENEFITS UNDER EACH FUNDED PLAN (EXCLUSIVE OF ANY
MULTIEMPLOYER PLAN) DOES NOT AND WILL NOT EXCEED THE FAIR MARKET VALUE OF ALL
SUCH PLAN ASSETS ALLOCABLE TO SUCH BENEFITS, AS DETERMINED ON THE MOST RECENT
VALUATION DATE OF SUCH PLAN AND IN ACCORDANCE WITH ERISA.
NEITHER ANY OF THE
LOAN PARTIES NOR ANY ERISA AFFILIATE HAS INCURRED ANY LIABILITY TO THE PBGC
UNDER ERISA.
NO LITIGATION IS PENDING OR THREATENED CONCERNING OR INVOLVING ANY
PLAN.
THERE ARE NO UNFUNDED OR UNRESERVED