FORMA FINANCIAL STATEMENTS"), COPIES OF WHICH HAVE HERETOFORE BEEN FURNISHED TO
THE ADMINISTRATIVE AGENT, HAVE BEEN PREPARED BASED ON (X) THE HISTORICAL
FINANCIAL STATEMENTS AND (Y) THE UNAUDITED HISTORICAL CONSOLIDATED FINANCIAL
INFORMATION DESCRIBED IN CLAUSE (A) OF THIS SECTION 8.9 AND HAVE BEEN PREPARED
IN GOOD FAITH, BASED ON ASSUMPTIONS BELIEVED BY THE BORROWER TO BE REASONABLE AS
OF THE DATE OF DELIVERY THEREOF, AND PRESENT FAIRLY IN ALL MATERIAL RESPECTS ON
A PRO FORMA BASIS THE ESTIMATED FINANCIAL POSITION OF THE BORROWER AND ITS
SUBSIDIARIES AS AT JUNE 30, 2007 AND THEIR ESTIMATED RESULTS OF OPERATIONS FOR
THE PERIOD COVERED THEREBY. THE FINANCIAL STATEMENTS REFERRED TO IN CLAUSE (B)
OF THIS SECTION 8.9 HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED EXCEPT TO THE EXTENT PROVIDED IN THE NOTES TO SAID FINANCIAL STATEMENTS.
AFTER THE CLOSING DATE, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT.
8.10.
TAX MATTERS. EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, (A) EACH OF THE BORROWER AND THE SUBSIDIARIES HAS FILED
ALL FEDERAL INCOME TAX RETURNS AND ALL OTHER TAX RETURNS, DOMESTIC AND FOREIGN,
REQUIRED TO BE FILED BY IT AND HAS TIMELY PAID ALL TAXES PAYABLE BY IT (WHETHER
OR NOT SHOWN ON A TAX RETURN) THAT HAVE BECOME DUE, (B) THE BORROWER AND EACH OF
THE SUBSIDIARIES HAVE PAID, OR HAVE PROVIDED ADEQUATE RESERVES (IN THE GOOD
FAITH JUDGMENT OF MANAGEMENT OF THE BORROWER OR SUCH SUBSIDIARY) IN ACCORDANCE
WITH GAAP FOR THE PAYMENT OF, ALL FEDERAL, STATE, PROVINCIAL AND FOREIGN TAXES
APPLICABLE FOR THE CURRENT FISCAL YEAR TO THE CLOSING DATE AND (C) THE BORROWER
AND EACH OF ITS SUBSIDIARIES HAS WITHHELD AMOUNTS FROM THEIR RESPECTIVE
EMPLOYEES FOR ALL PERIODS IN COMPLIANCE WITH THE TAX, SOCIAL, SECURITY AND
UNEMPLOYMENT WITHHOLDING PROVISIONS OF APPLICABLE LAW AND TIMELY PAID SUCH
WITHHOLDINGS TO THE RESPECTIVE GOVERNMENTAL AUTHORITIES.
8.11.
COMPLIANCE WITH ERISA.
(A)
EACH PLAN IS IN COMPLIANCE WITH ERISA, THE CODE AND ANY APPLICABLE
REQUIREMENT OF LAW; NO REPORTABLE EVENT HAS OCCURRED (OR IS REASONABLY LIKELY TO
OCCUR) WITH RESPECT TO ANY PLAN; NO PLAN IS INSOLVENT OR IN REORGANIZATION (OR
IS REASONABLY LIKELY TO BE INSOLVENT OR IN REORGANIZATION), AND NO WRITTEN
NOTICE OF ANY SUCH INSOLVENCY OR REORGANIZATION HAS BEEN GIVEN TO THE BORROWER
OR ANY ERISA AFFILIATE; NO PLAN (OTHER THAN A MULTIEMPLOYER PLAN) HAS AN
ACCUMULATED OR WAIVED FUNDING DEFICIENCY (OR IS REASONABLY LIKELY TO HAVE SUCH A
DEFICIENCY); ON AND AFTER THE EFFECTIVENESS OF THE PENSION ACT, EACH PLAN THAT
IS SUBJECT TO TITLE IV OF ERISA HAS SATISFIED THE MINIMUM FUNDING STANDARDS
(WITHIN THE MEANING OF SECTION 412 OF THE CODE OR SECTION 302 OF ERISA)
APPLICABLE TO SUCH PLAN, AND THERE HAS BEEN NO DETERMINATION THAT ANY SUCH PLAN
IS, OR IS EXPECTED TO BE, IN "AT RISK" STATUS (WITHIN THE MEANING OF SECTION
4010(D)(2) OF ERISA); NONE OF THE BORROWER OR ANY ERISA AFFILIATE HAS INCURRED
(OR IS REASONABLY LIKELY TO INCUR) ANY LIABILITY TO OR ON ACCOUNT OF A PLAN