CASE IN ANY MANNER THAT COULD REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT; AND
(D)
ALL BUILDINGS ON ALL REAL PROPERTIES NOW OWNED, LEASED OR OPERATED
BY ANY COMPANY OR ANY SUBSIDIARY ARE IN COMPLIANCE WITH APPLICABLE ENVIRONMENTAL
LAWS, EXCEPT WHERE FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
SECTION 5.19.
MATERIAL CONTRACTS.
SET FORTH ON SCHEDULE 5.19 IS A
COMPLETE AND ACCURATE LIST OF ALL OF THE MATERIAL CONTRACTS.
SECTION 5.20.
PRIORITY OF LIENS.
EXCEPT WITH RESPECT TO EXCLUDED
COLLATERAL (AS DEFINED IN THE CREDIT AGREEMENT) AND VEHICLES FOR WHICH THE
COLLATERAL AGENT'S LIEN HAS NOT YET BEEN REFLECTED ON THE CERTIFICATE OF TITLE
THEREFOR, THE COLLATERAL AGENT'S LIEN CONSTITUTES AN ACCEPTABLE SECURITY
INTEREST.
SECTION 5.21.
INSURANCE.
THE ASSETS, PROPERTIES AND BUSINESS OF THE
COMPANY CONSOLIDATED GROUP ARE INSURED AGAINST SUCH HAZARDS AND LIABILITIES,
UNDER SUCH COVERAGES AND IN SUCH AMOUNTS, AS ARE REQUIRED UNDER SECTION 9.9.
SECTION 5.22.
DELIVERY OF CREDIT DOCUMENTS AND AIR PRODUCTS APA
DOCUMENTS.
EACH COMPANY HAS DELIVERED TO EACH PURCHASER A TRUE, CORRECT AND
COMPLETE COPY OF EACH MATERIAL CREDIT DOCUMENT AND AIR PRODUCTS APA DOCUMENT,
INCLUDING ALL AMENDMENTS AND WAIVERS OF ANY PROVISION THEREOF.
SECTION 6.
REPRESENTATIONS OF
THE PURCHASER.
SECTION 6.1.
PURCHASE FOR INVESTMENT.
EACH PURCHASER SEVERALLY
REPRESENTS THAT IT IS PURCHASING THE NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR
MORE SEPARATE ACCOUNTS MAINTAINED BY SUCH PURCHASER OR FOR THE ACCOUNT OF ONE OR
MORE PENSION OR TRUST FUNDS AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF,
PROVIDED THAT THE DISPOSITION OF SUCH PURCHASER'S OR THEIR PROPERTY SHALL AT ALL
TIMES BE WITHIN SUCH PURCHASER'S OR THEIR CONTROL.
EACH PURCHASER UNDERSTANDS
THAT THE
11
NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY BE RESOLD ONLY
IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR IF AN
EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE
NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED BY LAW, AND THAT THE
COMPANIES ARE NOT REQUIRED TO REGISTER THE NOTES.
SECTION 6.2.
SOURCE OF FUNDS.
EACH PURCHASER SEVERALLY REPRESENTS
THAT AT LEAST ONE OF THE FOLLOWING STATEMENTS IS AN ACCURATE REPRESENTATION AS
TO EACH SOURCE OF FUNDS (A "SOURCE") TO BE USED BY SUCH PURCHASER TO PAY THE
PURCHASE PRICE OF THE NOTES TO BE PURCHASED BY SUCH PURCHASER HEREUNDER:
(A)
THE SOURCE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS THE TERM
IS DEFINED IN THE UNITED STATES DEPARTMENT OF LABOR'S PROHIBITED TRANSACTION
EXEMPTION ("PTE") 95-60) IN RESPECT OF WHICH THE RESERVES AND LIABILITIES (AS
DEFINED BY THE ANNUAL STATEMENT FOR LIFE INSURANCE COMPANIES APPROVED BY THE
NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS (THE "NAIC ANNUAL STATEMENT"))
FOR THE GENERAL ACCOUNT CONTRACT(S) HELD BY OR ON BEHALF OF ANY EMPLOYEE BENEFIT
PLAN TOGETHER WITH THE AMOUNT OF THE RESERVES AND LIABILITIES FOR THE GENERAL
ACCOUNT CONTRACT(S) HELD BY OR ON BEHALF OF ANY OTHER EMPLOYEE BENEFIT PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED