UPON ANY SHARES OF CAPITAL STOCK OF THE BORROWER,
NOR HAVE ANY SHARES OF CAPITAL STOCK OF THE BORROWER BEEN REDEEMED, RETIRED,
PURCHASED OR OTHERWISE ACQUIRED BY THE BORROWER SINCE SEPTEMBER 30, 2004, EXCEPT
TO THE EXTENT PERMITTED UNDER THE TERMS OF THIS AGREEMENT.
6.6
MATERIAL ADVERSE CHANGE.
SINCE DECEMBER 31, 2003 THERE HAS BEEN NO
CHANGE IN THE BUSINESS, PROPERTY, CONDITION (FINANCIAL OR OTHERWISE) OR RESULTS
OF OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.7
TAXES.
THE BORROWER AND ITS SUBSIDIARIES HAVE FILED ALL UNITED
STATES FEDERAL TAX RETURNS AND ALL OTHER TAX RETURNS WHICH ARE REQUIRED TO BE
FILED AND HAVE PAID ALL TAXES DUE PURSUANT TO SAID RETURNS OR PURSUANT TO ANY
ASSESSMENT RECEIVED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, EXCEPT SUCH
TAXES, IF ANY, AS ARE BEING CONTESTED IN GOOD FAITH AND AS TO WHICH ADEQUATE
RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH AGREEMENT ACCOUNTING PRINCIPLES
AND AS TO WHICH NO LIEN EXISTS.
NO TAX LIENS HAVE BEEN FILED AND NO CLAIMS ARE
BEING ASSERTED
38
WITH RESPECT TO ANY SUCH TAXES.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS
OF THE BORROWER AND ITS SUBSIDIARIES IN RESPECT OF ANY TAXES OR OTHER
GOVERNMENTAL CHARGES ARE ADEQUATE.
6.8
LITIGATION AND CONTINGENT OBLIGATIONS.
THERE IS NO LITIGATION,
ARBITRATION, GOVERNMENTAL INVESTIGATION, PROCEEDING OR INQUIRY PENDING OR, TO
THE KNOWLEDGE OF ANY OF THEIR OFFICERS, THREATENED AGAINST OR AFFECTING THE
BORROWER OR ANY OF ITS SUBSIDIARIES WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT OR WHICH SEEKS TO PREVENT, ENJOIN OR DELAY THE MAKING OF
ANY REVOLVING CREDIT LOANS OR THE ISSUANCE OF ANY LETTERS OF CREDIT.
OTHER THAN
ANY LIABILITY INCIDENT TO ANY LITIGATION, ARBITRATION OR PROCEEDING WHICH COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, THE BORROWER HAS
NO MATERIAL CONTINGENT OBLIGATIONS NOT PROVIDED FOR OR DISCLOSED IN THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.4.
6.9
SUBSIDIARIES.
SCHEDULE 6.9 CONTAINS AN ACCURATE LIST OF ALL
SUBSIDIARIES OF THE BORROWER AS OF THE DATE OF THIS AGREEMENT, SETTING FORTH
THEIR RESPECTIVE JURISDICTIONS OF ORGANIZATION AND THE PERCENTAGE OF THEIR
RESPECTIVE CAPITAL STOCK OR OTHER OWNERSHIP INTERESTS OWNED BY THE BORROWER OR
OTHER SUBSIDIARIES AND INDICATING WHICH SUBSIDIARIES ARE SIGNIFICANT
SUBSIDIARIES.
ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OR
OTHER OWNERSHIP INTERESTS OF SUCH SUBSIDIARIES HAVE BEEN (TO THE EXTENT SUCH
CONCEPTS ARE RELEVANT WITH RESPECT TO SUCH OWNERSHIP INTERESTS) DULY AUTHORIZED
AND ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE.
6.10
ERISA.
THE UNFUNDED
LIABILITIES OF ALL SINGLE EMPLOYER PLANS IS $0 EXCEPT THAT FUNDING OF ANY MONEY
PURCHASE PENSION PLAN MAY BE DELAYED EACH FISCAL YEAR UNTIL THE END OF THE FIRST
FISCAL QUARTER THEREOF.
NEITHER THE BORROWER NOR ANY OTHER MEMBER OF THE
CONTROLLED GROUP HAS INCURRED, OR IS REASONABLY EXPECTED TO INCUR, ANY
WITHDRAWAL LIABILITY TO ANY MULTIEMPLOYER PLAN.
EACH PLAN COMPLIES IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF LAW