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, 2006, EXCEPT TO THE EXTENT
PERMITTED UNDER THE TERMS OF THIS AGREEMENT.
6.6
MATERIAL ADVERSE CHANGE.
SINCE DECEMBER 31, 2005 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
39
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 AND REGULATIONS, NO REPORTABLE EVENT