FOR SUCH
MAKING AND PERFORMANCE HAVE BEEN OBTAINED.
EXCEPT AS OTHERWISE EXPRESSLY STATED
IN THE SECURITY DOCUMENTS, THE LIENS OF THE LOAN DOCUMENTS WILL, UPON THE DUE
EXECUTION AND DELIVERY OF THE SECURITY DOCUMENTS, AND THE MAKING OF ALL FILINGS
AND REGISTRATIONS, PAYMENT OF ALL REGISTRATION, FILING AND OTHER FEES AND THE
COMPLETION OF ALL OTHER REQUIRED FORMALITIES, CONSTITUTE VALID AND PERFECTED
FIRST AND PRIOR LIENS ON THE PROPERTY DESCRIBED THEREIN, SUBJECT TO NO OTHER
LIENS WHATSOEVER EXCEPT PERMITTED LIENS.
6.4
OTHER DEBT.
NO OBLIGOR IS IN DEFAULT IN THE
PAYMENT OF ANY OTHER BORROWED MONEY INDEBTEDNESS OR UNDER ANY AGREEMENT,
MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT OR LEASE TO WHICH IT IS A PARTY AND
WHICH DEFAULT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.5
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE
6.5 HERETO, THERE IS NO MATERIAL LITIGATION OR ADMINISTRATIVE PROCEEDING, TO THE
KNOWLEDGE OF ANY EXECUTIVE OFFICER OF ANY BORROWER, PENDING OR THREATENED
AGAINST, NOR ANY OUTSTANDING JUDGMENT, ORDER OR DECREE AGAINST, ANY OBLIGOR
BEFORE OR BY ANY GOVERNMENTAL AUTHORITY WHICH IF DETERMINED IN A MANNER ADVERSE
TO SUCH OBLIGOR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO OBLIGOR IS IN DEFAULT WITH RESPECT TO ANY JUDGMENT, ORDER OR DECREE OF ANY
GOVERNMENTAL AUTHORITY WHERE SUCH DEFAULT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
6.6
TITLE.
EACH OBLIGOR HAS GOOD AND DEFENSIBLE
TITLE TO THE COLLATERAL, IF ANY, PLEDGED (OR PURPORTED TO BE PLEDGED) BY SUCH
OBLIGOR PURSUANT TO THE SECURITY DOCUMENTS, FREE AND CLEAR OF ALL LIENS (EXCEPT
LIENS PERMITTED UNDER SECTION 8.2 HEREOF AND LIENS ARISING PURSUANT TO THE LOAN
DOCUMENTS).
6.7
TAXES.
EACH OBLIGOR HAS FILED ALL TAX
RETURNS REQUIRED TO HAVE BEEN FILED BY IT AND PAID ALL TAXES SHOWN THEREON TO BE
DUE, EXCEPT THOSE FOR WHICH EXTENSIONS HAVE BEEN OBTAINED AND THOSE WHICH ARE
BEING CONTESTED IN GOOD FAITH OR WHERE THE FAILURE TO MAKE REQUIRED FILINGS OR
PAY REQUIRED TAXES COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
69
6.8
REGULATIONS U AND X.
NONE OF THE PROCEEDS
OF ANY LOAN OR PROCEEDS FROM THE ACCEPTANCE AND PURCHASE OF BANKERS' ACCEPTANCES
WILL BE USED FOR THE PURPOSE OF PURCHASING OR CARRYING DIRECTLY OR INDIRECTLY
ANY MARGIN STOCK OR FOR ANY OTHER PURPOSE THAT WOULD CONSTITUTE A "PURPOSE
CREDIT" WITHIN THE MEANING OF REGULATIONS U AND X OF THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM, AS ANY OF THEM MAY BE AMENDED FROM TIME TO TIME.
6.9
SUBSIDIARIES.
AS OF THE EFFECTIVE DATE,
U.S. BORROWER HAS NO SUBSIDIARIES OTHER THAN AS SET FORTH ON SCHEDULE 6.9
HERETO.
AS OF THE EFFECTIVE DATE, THE PERCENTAGE OF THE ISSUED AND OUTSTANDING
EQUITY INTERESTS IN EACH APPLICABLE SUBSIDIARY WHICH IS OWNED BY U.S. BORROWER
AND/OR ONE OR MORE OF ITS SUBSIDIARIES IS SET FORTH ON SCHEDULE 6.9 HERETO.
6.10
NO UNTRUE OR MISLEADING STATEMENTS.
NO DOCUMENT,
INSTRUMENT OR OTHER WRITING FURNISHED TO THE LENDERS BY OR ON BEHALF OF