OR LEASE AND OPERATION OF ITS PROPERTY AND THE
CARRYING ON OF ITS BUSINESS AS NOW CONDUCTED OR PROPOSED TO BE CONDUCTED, EXCEPT
WHERE THE FAILURE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, AND (B) IS IN COMPLIANCE WITH ALL GOVERNMENTAL REQUIREMENTS RELATING TO
THE ENVIRONMENT EXCEPT WHERE THE FAILURE COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
THERE ARE NO CIVIL, CRIMINAL OR ADMINISTRATIVE
ACTIONS, INVESTIGATIONS OR PROCEEDINGS OR CLAIMS PENDING OR, TO THE BEST
KNOWLEDGE OF THE BORROWER, THREATENED AGAINST THE BORROWER OR ANY SUBSIDIARY,
FOR NONCOMPLIANCE WITH ENVIRONMENTAL LAWS OR ARISING OUT OF THE PRESENCE OR
RELEASE OF HAZARDOUS MATERIALS AT, ON OR UNDER ANY PROPERTY NOW OWNED, LEASED OR
OPERATED BY THE BORROWER OR ANY SUBSIDIARY WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
6.13
DEBT.
AS OF THE CLOSING DATE, THE FINANCIAL
STATEMENTS REFERRED TO IN SECTION 6.2 CONTAIN A COMPLETE AND ACCURATE DISCLOSURE
IN ALL MATERIAL RESPECTS OF ALL DEBT OF THE BORROWER AND ITS SUBSIDIARIES
OUTSTANDING AS OF THE RESPECTIVE DATES OF SUCH FINANCIAL STATEMENTS, EXCEPT FOR
GUARANTIES PERMITTED BY SECTION 6.2(F) (OR ANY COMPARABLE SECTION) OF THE
DOMESTIC CREDIT AGREEMENT.
AS OF THE CLOSING DATE, NONE OF THE BORROWER OR ANY
OF ITS SUBSIDIARIES HAS INCURRED ANY OTHER DEBT SINCE THE RESPECTIVE DATES OF
SUCH FINANCIAL STATEMENTS, EXCEPT AS WOULD HAVE BEEN PERMITTED UNDER SECTION 9.6
OF THIS AGREEMENT HAD THIS AGREEMENT BEEN IN EFFECT AT THE TIME OF THE
INCURRENCE OF ANY SUCH ADDITIONAL DEBT.
6.14
COMPLIANCE WITH LAWS.
THE BORROWER AND EACH
SUBSIDIARY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL PROVISIONS OF ALL
APPLICABLE LAWS AND REGULATIONS, INCLUDING THOSE RELATING TO BORROWER'S
OWNERSHIP OF REAL OR PERSONAL PROPERTY, THE CONDUCT AND LICENSING OF
14
BORROWER'S BUSINESS, THE PAYMENT AND WITHHOLDING OF TAXES, ERISA AND OTHER
EMPLOYEE MATTERS, SAFETY AND ENVIRONMENTAL MATTERS.
6.15
SUSPENSION AND DEBARMENT, ETC.
NEITHER THE
BORROWER NOR ANY OF ITS PRINCIPALS (AS DEFINED BELOW) ARE (A) DEBARRED,
SUSPENDED, PROPOSED FOR DEBARMENT WITH A FINAL DETERMINATION STILL PENDING,
DECLARED INELIGIBLE OR VOLUNTARILY EXCLUDED (AS SUCH TERMS ARE DEFINED UNDER ANY
OF THE DEBARMENT REGULATIONS REFERRED TO BELOW) FROM PARTICIPATING IN
PROCUREMENT OR NONPROCUREMENT TRANSACTIONS WITH ANY U.S. FEDERAL GOVERNMENT
DEPARTMENT OR AGENCY PURSUANT TO ANY OF THE DEBARMENT REGULATIONS (AS DEFINED
BELOW) OR (B) INDICTED, CONVICTED OR HAD A CIVIL JUDGMENT RENDERED AGAINST THE
BORROWER OR ANY OF ITS PRINCIPALS FOR ANY OF THE OFFENSES LISTED IN ANY OF THE
DEBARMENT REGULATIONS.
FOR THE PURPOSES HEREOF, (1) "PRINCIPALS" SHALL MEAN ANY
OFFICER, DIRECTOR, OWNER, PARTNER, KEY EMPLOYEE, OR OTHER PERSON WITH PRIMARY
MANAGEMENT OR SUPERVISORY RESPONSIBILITIES WITH RESPECT TO THE BORROWER; OR ANY
OTHER PERSON (WHETHER OR NOT AN EMPLOYEE) WHO HAS CRITICAL INFLUENCE ON OR
SUBSTANTIVE CONTROL OVER THE TRANSACTION COVERED BY THIS AGREEMENT AND (2) THE
"DEBARMENT REGULATIONS" SHALL MEAN (X) THE GOVERNMENT WIDE DEBARMENT AND
SUSPENSION (NONPROCUREMENT) REGULATIONS (COMMON RULE), 53 FED. REG. 19204
(MAY 26, 1988), (Y) SUBPART 9.4 (DEBARMENT, SUSPENSION AND