PENSION BENEFIT PLAN (AS DEFINED IN SECTION 3(2) OF ERISA) THE ONGOING ANNUAL
OBLIGATIONS WITH RESPECT TO EITHER OF WHICH COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
(B)
(I) EACH FOREIGN PENSION PLAN IS IN COMPLIANCE AND IN GOOD
STANDING (TO THE EXTENT SUCH CONCEPT EXISTS IN THE RELEVANT JURISDICTION) IN ALL
MATERIAL RESPECTS WITH ALL LAWS, REGULATIONS AND RULES APPLICABLE THERETO,
INCLUDING ALL FUNDING REQUIREMENTS, AND THE RESPECTIVE REQUIREMENTS OF THE
GOVERNING DOCUMENTS FOR SUCH FOREIGN PENSION PLAN; (II) WITH RESPECT TO EACH
FOREIGN PENSION PLAN MAINTAINED OR CONTRIBUTED TO BY EACH BORROWER OR ANY OF ITS
SUBSIDIARIES, (X) THAT IS REQUIRED BY APPLICABLE LAW TO BE FUNDED IN A TRUST OR
OTHER FUNDING VEHICLE IS IN
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MATERIAL COMPLIANCE WITH APPLICABLE LAW REGARDING FUNDING REQUIREMENTS, AND (Y)
THAT IS NOT REQUIRED BY APPLICABLE LAW TO BE FUNDED IN A TRUST OR OTHER FUNDING
VEHICLE, REASONABLE RESERVES HAVE BEEN ESTABLISHED IN ACCORDANCE WITH PRUDENT
BUSINESS PRACTICE OR WHERE REQUIRED BY ORDINARY ACCOUNTING PRACTICES IN THE
JURISDICTION IN WHICH SUCH FOREIGN PENSION PLAN IS MAINTAINED; (III) ALL
MATERIAL CONTRIBUTIONS REQUIRED TO HAVE BEEN MADE BY EACH BORROWER OR ANY OF ITS
SUBSIDIARIES TO ANY FOREIGN PENSION PLAN HAVE BEEN MADE WITHIN THE TIME REQUIRED
BY LAW OR BY THE TERMS OF SUCH FOREIGN PENSION PLAN; AND (IV) TO THE KNOWLEDGE
OF EACH BORROWER OR ANY OF ITS SUBSIDIARIES, NO ACTIONS OR PROCEEDINGS HAVE BEEN
TAKEN OR INSTITUTED TO TERMINATE OR WIND-UP A FOREIGN PENSION PLAN WITH RESPECT
TO WHICH SUCH BORROWER, ITS SUBSIDIARIES AND THEIR ERISA AFFILIATES COULD HAVE
ANY MATERIAL LIABILITY.
6.11
OWNERSHIP OF PROPERTY.
THE BORROWERS AND THEIR RESTRICTED
SUBSIDIARIES HAVE GOOD AND MARKETABLE TITLE IN FEE SIMPLE TO, A VALID LEASEHOLD
INTEREST IN, OR A VALID CONTRACTUAL AGREEMENT TO USE, ALL ITS MATERIAL REAL
PROPERTY, AND GOOD TITLE TO, A VALID LEASEHOLD INTEREST IN, OR VALID CONTRACTUAL
RIGHTS TO USE ALL ITS OTHER MATERIAL PROPERTY, AND NONE OF SUCH PROPERTY IS
SUBJECT TO ANY LIEN EXCEPT FOR PERMITTED LIENS.
AS OF THE CLOSING DATE, THE
BORROWERS AND THEIR RESTRICTED SUBSIDIARIES HAVE GRANTED MORTGAGES TO SECURE THE
OBLIGATIONS ON ALL PARCELS OF REAL ESTATE WHICH HAVE AN ESTIMATED FAIR MARKET
VALUE IN EXCESS OF $1,000,000.
6.12
CAPITALIZATION OF THE COMPANY.
ON THE CLOSING DATE, THE
CAPITALIZATION OF THE COMPANY IS AS SET FORTH ON SCHEDULE 6.12 HERETO.
ALL
SHARES OF CAPITAL STOCK OF THE COMPANY HAVE BEEN DULY AUTHORIZED AND VALIDLY
ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE.
EXCEPT AS SET FORTH ON SCHEDULE
6.12, NO AUTHORIZED BUT UNISSUED OR TREASURY SHARES OF CAPITAL STOCK OF THE
COMPANY ARE SUBJECT TO ANY OPTION, WARRANT, RIGHT TO CALL OR COMMITMENT OF ANY
KIND OR CHARACTER.
A COMPLETE AND CORRECT COPY OF EACH OF THE CERTIFICATE OF
FORMATION AND OPERATING AGREEMENTS OF THE COMPANY IN EFFECT ON THE CLOSING DATE
HAS BEEN DELIVERED TO ADMINISTRATIVE AGENT.
EXCEPT AS SET FORTH ON SCHEDULE
6.12, NO BORROWER HAS ANY OUTSTANDING STOCK OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE FOR