TAX RETURNS TO BE DUE AND PAYABLE AND ALL ASSESSMENTS, FEES
AND OTHER GOVERNMENTAL CHARGES UPON CUSTOMER AND ITS SUBSIDIARIES AND UPON THEIR
RESPECTIVE PROPERTIES, ASSETS, INCOME, BUSINESSES AND FRANCHISES WHICH ARE DUE
AND PAYABLE HAVE BEEN PAID WHEN DUE AND PAYABLE.
CUSTOMER KNOWS OF NO PROPOSED
TAX ASSESSMENT AGAINST CUSTOMER OR ANY OF ITS SUBSIDIARIES WHICH IS NOT BEING
ACTIVELY CONTESTED BY CUSTOMER OR SUCH SUBSIDIARY IN GOOD FAITH AND BY
APPROPRIATE PROCEEDINGS; PROVIDED THAT SUCH RESERVES OR OTHER APPROPRIATE
PROVISIONS, IF ANY, AS SHALL BE REQUIRED IN CONFORMITY WITH GAAP SHALL HAVE BEEN
MADE OR PROVIDED THEREFOR.
(T)
EMPLOYEE BENEFIT PLANS.
(I)
CUSTOMER, EACH OF ITS SUBSIDIARIES AND EACH OF ITS ERISA
AFFILIATES ARE IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS AND REQUIREMENTS OF
ERISA AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER WITH RESPECT
TO EACH EMPLOYEE BENEFIT PLAN, AND HAVE PERFORMED ALL THEIR OBLIGATIONS UNDER
EACH EMPLOYEE BENEFIT PLAN.
EACH EMPLOYEE BENEFIT PLAN WHICH IS INTENDED TO
QUALIFY UNDER SECTION 401(A) OF THE
40
INTERNAL REVENUE CODE IS SO QUALIFIED.
EACH EMPLOYEE BENEFIT PLAN IS LISTED ON
SCHEDULE 3.1(T) ANNEXED HERETO.
(II)
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR.
(III)
EXCEPT TO THE EXTENT REQUIRED UNDER SECTION 4980B OF THE INTERNAL
REVENUE CODE, NO EMPLOYEE BENEFIT PLAN PROVIDES HEALTH OR WELFARE BENEFITS
(THROUGH THE PURCHASE OF INSURANCE OR OTHERWISE) FOR ANY RETIRED OR FORMER
EMPLOYEE OF CUSTOMER, ANY OF ITS SUBSIDIARIES OR ANY OF ITS ERISA AFFILIATES.
(IV)
AS OF THE MOST RECENT VALUATION DATE FOR ANY PENSION PLAN, THE
AMOUNT OF UNFUNDED BENEFIT LIABILITIES (AS DEFINED IN SECTION 4001(A)(18) OF
ERISA), INDIVIDUALLY OR IN THE AGGREGATE FOR ALL PENSION PLANS (EXCLUDING FOR
PURPOSES OF SUCH COMPUTATION ANY PENSION PLANS WITH RESPECT TO WHICH ASSETS
EXCEED BENEFIT LIABILITIES), DOES NOT EXCEED $100,000.
(V)
AS OF THE MOST RECENT VALUATION DATE FOR EACH MULTIEMPLOYER PLAN
FOR WHICH THE ACTUARIAL REPORT IS AVAILABLE, THE POTENTIAL LIABILITY OF
CUSTOMER, ITS SUBSIDIARIES AND ITS ERISA AFFILIATES FOR A COMPLETE WITHDRAWAL
FROM SUCH MULTIEMPLOYER PLAN (WITHIN THE MEANING OF SECTION 4203 OF ERISA), WHEN
AGGREGATED WITH SUCH POTENTIAL LIABILITY FOR A COMPLETE WITHDRAWAL FROM ALL
MULTIEMPLOYER PLANS, BASED ON INFORMATION AVAILABLE PURSUANT TO SECTION 4221(E)
OF ERISA, DOES NOT EXCEED $100,000.
(U)
SOLVENCY.
CUSTOMER AND EACH OF ITS SUBSIDIARIES IS AND, UPON THE
INCURRENCE OF ANY CUSTOMER OBLIGATIONS BY CUSTOMER ON ANY DATE ON WHICH THIS
REPRESENTATION IS MADE, WILL BE, SOLVENT.
(V)
REIT.
CUSTOMER IS, AND AT ALL TIMES SINCE ITS FORMATION HAS BEEN,
A REIT.
(W)
ENVIRONMENTAL PROTECTION.
(I) THE OPERATIONS OF CUSTOMER AND EACH
OF ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, ALL OPERATIONS AND
CONDITIONS AT OR IN THE FACILITIES) COMPLY IN ALL MATERIAL RESPECTS WITH ALL
ENVIRONMENTAL LAWS; (II) CUSTOMER AND EACH OF ITS SUBSIDIARIES HAS OBTAINED ALL
GOVERNMENTAL AUTHORIZATIONS UNDER ENVIRONMENTAL LAWS NECESSARY TO THEIR
RESPECTIVE OPERATIONS, AND ALL SUCH GOVERNMENTAL AUTHORIZATIONS ARE IN GOOD
STANDING, AND CUSTOMER AND EACH OF ITS SUBSIDIARIES ARE IN COMPLIANCE WITH ALL
MATERIAL TERMS AND CONDITIONS OF SUCH