OF THE BORROWER AND EACH OF
ITS SUBSIDIARIES HAS PAID ALL TAXES AND ASSESSMENTS PAYABLE BY IT WHICH HAVE
BECOME DUE, OTHER THAN THOSE THE VALIDITY OR AMOUNT OF WHICH ARE BEING CONTESTED
IN GOOD FAITH AND ADEQUATELY DISCLOSED AND FULLY PROVIDED FOR ON THE FINANCIAL
STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES IN ACCORDANCE WITH GAAP.
THERE
IS NO MATERIAL ACTION, SUIT, PROCEEDING, INVESTIGATION, AUDIT OR CLAIM NOW
PENDING OR, TO THE BEST KNOWLEDGE OF THE BORROWER, THREATENED BY ANY AUTHORITY
REGARDING ANY TAXES RELATING TO THE BORROWER OR ANY OF ITS SUBSIDIARIES. EXCEPT
AS SET FORTH ON THE SCHEDULE XIII, NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES HAS ENTERED INTO AN AGREEMENT OR WAIVER OR BEEN REQUESTED TO ENTER
INTO AN AGREEMENT OR WAIVER EXTENDING ANY STATUTE OF LIMITATIONS RELATING TO THE
PAYMENT OR COLLECTION OF TAXES OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR IS
AWARE OF ANY CIRCUMSTANCES THAT WOULD CAUSE THE TAXABLE YEARS OR OTHER TAXABLE
PERIODS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES NOT TO BE SUBJECT TO THE
NORMALLY APPLICABLE STATUTE OF LIMITATIONS.
EXCEPT AS SET FORTH ON SCHEDULE
XIII, NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS INCURRED, NOR WILL
ANY OF THEM INCUR, ANY MATERIAL TAX LIABILITY IN CONNECTION WITH THE TRANSACTION
OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY (IT BEING UNDERSTOOD THAT THE
REPRESENTATION CONTAINED IN THIS SENTENCE DOES NOT COVER ANY FUTURE TAX
LIABILITIES OF THE BORROWER OR ANY OF ITS SUBSIDIARIES ARISING AS A RESULT OF
THE OPERATION OF THEIR BUSINESSES IN THE ORDINARY COURSE OF BUSINESS).
8.10.
COMPLIANCE WITH ERISA.
(A)
SCHEDULE IV SETS FORTH EACH PLAN AS OF
THE EFFECTIVE DATE; EACH PLAN (AND EACH RELATED TRUST, INSURANCE CONTRACT OR
FUND) IS IN COMPLIANCE WITH ITS TERMS AND WITH ALL APPLICABLE LAWS, INCLUDING
WITHOUT LIMITATION ERISA AND THE CODE (EXCEPT TO THE EXTENT SUCH FAILURE TO
COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT); EACH
PLAN (AND EACH RELATED TRUST, IF ANY) WHICH IS INTENDED TO BE QUALIFIED UNDER
SECTION 401(A) OF THE CODE HAS RECEIVED A DETERMINATION LETTER FROM THE INTERNAL
REVENUE SERVICE TO THE EFFECT THAT SUCH PLAN, IN FORM, MEETS THE REQUIREMENTS OF
SECTIONS 401(A) OF THE CODE; NO REPORTABLE EVENT HAS OCCURRED THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; NO PLAN WHICH IS A
MULTIEMPLOYER PLAN (AS DEFINED IN SECTION 4001(A)(3) OF ERISA) IS INSOLVENT OR
IN REORGANIZATION (EXCEPT TO THE EXTENT SUCH INSOLVENCY OR REORGANIZATION COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT); NO PLAN HAS AN
UNFUNDED CURRENT
59
Liability that could reasonably be expected to have a Material Adverse Effect;
no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has
an accumulated funding deficiency, within the meaning of such sections of the
Code or ERISA, or has applied for or received a waiver of an accumulated funding
deficiency or an extension of any amortization period, within the