extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" as such terms are defined in
Regulation U of the Federal Reserve Board as now and from time to time hereafter
in effect (such securities being referred to herein as "Margin Stock"). None of
the proceeds of the Loans or other extensions of credit under this Agreement
will be used, directly or indirectly, for the purpose of purchasing or carrying
any Margin Stock, for the purpose of reducing or retiring any Indebtedness that
was originally incurred to purchase or carry any Margin Stock or for any other
purpose that might cause any of the Loans or other extensions of credit under
this Agreement to be considered a "purpose credit" within the meaning of
Regulations T, U or X of the Federal Reserve Board.
3.11
TAXES.
(A)
EXCEPT AS PROVIDED ON DISCLOSURE SCHEDULE 3.11, ALL MATERIAL
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX RETURNS, REPORTS AND STATEMENTS,
INCLUDING INFORMATION RETURNS, REQUIRED BY ANY GOVERNMENTAL AUTHORITY TO BE
FILED BY ANY BORROWER HAVE BEEN FILED WITH THE APPROPRIATE GOVERNMENTAL
AUTHORITY, ALL SUCH RETURNS, REPORTS AND STATEMENTS ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AND, SUBJECT TO THE AUTOMATIC STAY OR THEIR STATUS AS
PRE-PETITION CLAIMS, ALL CHARGES SHOWN TO BE DUE AND PAYABLE ON SUCH RETURNS,
REPORTS AND STATEMENTS HAVE BEEN OR WILL BE TIMELY PAID PRIOR TO THE DATE ON
WHICH ANY FINE, PENALTY, INTEREST OR LATE CHARGE MAY BE ADDED THERETO FOR
NONPAYMENT THEREOF, EXCLUDING CHARGES OR OTHER AMOUNTS BEING CONTESTED IN
ACCORDANCE WITH SECTION 5.2(B). PROPER AND ACCURATE AMOUNTS HAVE BEEN WITHHELD
BY EACH BORROWER FROM AMOUNTS PAID TO ITS RESPECTIVE EMPLOYEES FOR ALL PERIODS
IN FULL AND COMPLETE COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
FEDERAL, STATE, LOCAL AND FOREIGN LAWS AND SUCH WITHHOLDINGS HAVE BEEN OR WILL
BE TIMELY PAID, SUBJECT TO
15
THE AUTOMATIC STAY, TO THE RESPECTIVE GOVERNMENTAL AUTHORITIES. EXCEPT AS
PROVIDED ON DISCLOSURE SCHEDULE 3.11 AND OTHER THAN PURSUANT TO ANY LEASE TO
WHICH IT IS A PARTY, TO EACH BORROWER'S KNOWLEDGE, NONE OF THE BORROWERS AND
THEIR RESPECTIVE PREDECESSORS ARE LIABLE FOR ANY CHARGES: (A) UNDER ANY
AGREEMENT (INCLUDING ANY TAX SHARING AGREEMENTS) OR (B) AS A TRANSFEREE.
(B)
NO BORROWER HAS AGREED OR BEEN REQUESTED TO MAKE ANY ADJUSTMENT
UNDER IRC SECTION 481(A), BY REASON OF A CHANGE IN ACCOUNTING METHOD OR
OTHERWISE, WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
3.12
ERISA.
(A)
DISCLOSURE SCHEDULE 3.12(A) LISTS AS OF THE CLOSING DATE ALL
PENSION PLANS AND ALL RETIREE WELFARE PLANS. COPIES OF ALL SUCH LISTED PLANS,
TOGETHER WITH A COPY OF THE LATEST FORM IRS/DOL 5500-SERIES FOR EACH SUCH PLAN
HAVE BEEN MADE AVAILABLE TO THE ADMINISTRATIVE AGENT. EXCEPT WITH RESPECT TO
MULTIEMPLOYER PLANS, EACH QUALIFIED PLAN HAS BEEN DETERMINED BY THE IRS TO
QUALIFY UNDER SECTION 401 OF THE IRC, THE TRUSTS CREATED THEREUNDER HAVE BEEN
DETERMINED TO BE EXEMPT FROM TAX UNDER THE PROVISIONS OF SECTION 501 OF THE IRC
AND