8.11.
COMPLIANCE WITH ERISA.
(A)
EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (I) NO ERISA EVENT HAS OCCURRED
OR IS REASONABLY EXPECTED TO OCCUR AND (II) EACH ERISA ENTITY IS IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH THE PRESENTLY APPLICABLE PROVISIONS OF ERISA AND
THE CODE WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN.
THE PRESENT VALUE OF ALL
ACCUMULATED BENEFIT OBLIGATIONS OF ALL UNDERFUNDED PENSION PLANS (BASED ON THE
ASSUMPTIONS USED FOR PURPOSES OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.
87) DID NOT, AS OF THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS REFLECTING
SUCH AMOUNTS, EXCEED THE FAIR MARKET VALUE OF THE ASSETS OF ALL SUCH UNDERFUNDED
PENSION PLANS BY AN AMOUNT THAT WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(B)
EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (I) THE BORROWER AND EACH
SUBSIDIARY AND EACH OF THE FOREIGN PLANS ARE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS AND REGULATIONS WITH RESPECT TO THE FOREIGN
PLANS AND (II) THE TERMS OF THE FOREIGN PLANS, AND ALL REQUIRED CONTRIBUTIONS
HAVE BEEN MADE TO THE FOREIGN PLANS.
8.12.
PROPERTIES.
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, THE BORROWER AND
THE SUBSIDIARIES HAVE GOOD AND MARKETABLE TITLE TO ALL OF THE PROPERTIES AND
ASSETS REFLECTED IN THE CONSOLIDATED FINANCIAL STATEMENTS HEREINABOVE DESCRIBED
AND MATERIAL TO THE BORROWER'S BUSINESS OR OPERATIONS, SUBJECT TO NO LIEN,
MORTGAGE, PLEDGE, CHARGE OR ENCUMBRANCE OF ANY KIND EXCEPT FOR PERMITTED LIENS;
THE
55
BORROWER AND THE SUBSIDIARIES OCCUPY THEIR LEASED PROPERTIES UNDER VALID AND
BINDING LEASES.
NO MORTGAGE ENCUMBERS IMPROVED REAL PROPERTY THAT IS LOCATED IN
AN AREA THAT HAS BEEN IDENTIFIED BY THE SECRETARY OF HOUSING AND URBAN
DEVELOPMENT AS AN AREA HAVING SPECIAL FLOOD HAZARDS WITHIN THE MEANING OF THE
NATIONAL FLOOD INSURANCE ACT OF 1968 UNLESS FLOOD INSURANCE AVAILABLE UNDER SUCH
ACT HAS BEEN OBTAINED IN ACCORDANCE WITH SECTION 9.03.
8.13.
[RESERVED]
8.14.
SUBSIDIARIES.
ON AND AS OF THE INITIAL BORROWING DATE, THE
BORROWER HAS NO SUBSIDIARIES OTHER THAN THOSE SUBSIDIARIES SET FORTH IN THE
OWNERSHIP CHART ATTACHED AS SCHEDULE II.
SCHEDULE II CORRECTLY SETS FORTH, AS
OF THE INITIAL BORROWING DATE, THE PERCENTAGE OWNERSHIP (DIRECT AND INDIRECT) OF
THE BORROWER IN EACH CLASS OF CAPITAL STOCK OR OTHER EQUITY INTERESTS OF EACH OF
ITS SUBSIDIARIES AND ALSO IDENTIFIES THE DIRECT OWNER THEREOF.
ALL OUTSTANDING
SHARES OF EQUITY INTERESTS OF EACH SUBSIDIARY OF THE BORROWER HAVE BEEN DULY AND
VALIDLY ISSUED, ARE FULLY PAID AND NON-ASSESSABLE AND HAVE BEEN ISSUED FREE OF
PREEMPTIVE RIGHTS.
NO SUBSIDIARY OF THE BORROWER HAS OUTSTANDING ANY SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE FOR ITS EQUITY INTERESTS OR OUTSTANDING ANY
RIGHT TO SUBSCRIBE FOR OR TO PURCHASE, OR ANY OPTIONS OR WARRANTS FOR THE
PURCHASE OF, OR ANY AGREEMENT PROVIDING FOR THE ISSUANCE (CONTINGENT OR
OTHERWISE) OF OR ANY CALLS,