NONE OF THE
PROPERTIES AND ASSETS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES IS SUBJECT TO
ANY LIEN, EXCEPT PERMITTED LIENS.
NO FINANCING STATEMENT UNDER THE UNIFORM
COMMERCIAL CODE OF ANY STATE WHICH NAMES THE BORROWER OR ANY SUBSIDIARY AS
DEBTOR HAS BEEN FILED IN ANY STATE OR OTHER JURISDICTION AND NEITHER THE
BORROWER NOR ANY SUBSIDIARY HAS SIGNED ANY SUCH FINANCING STATEMENT OR ANY
SECURITY AGREEMENT AUTHORIZING ANY SECURED PARTY THEREUNDER TO FILE ANY SUCH
FINANCING STATEMENT, ANY OF WHICH FINANCING STATEMENTS OR SECURITY AGREEMENTS
REMAIN IN EFFECT AND UNTERMINATED AFTER THE EFFECTIVE DATE, EXCEPT TO PERFECT OR
PROTECT PERMITTED LIENS.
(H)
DEBT AND GUARANTIES.
SCHEDULE 6.1(H) IS A COMPLETE AND CORRECT
LISTING OF ALL (I) DEBT AND (II) GUARANTIES OF THE BORROWER AND EACH OF ITS
SUBSIDIARIES AS OF THE EFFECTIVE DATE.
EACH OF THE BORROWER AND THE
SUBSIDIARIES HAS PERFORMED AND IS IN COMPLIANCE WITH ALL OF THE TERMS OF SUCH
DEBT AND GUARANTIES AND ALL INSTRUMENTS AND AGREEMENTS RELATING THERETO, AND NO
DEFAULT OR EVENT OF DEFAULT, OR EVENT OR CONDITION WHICH WITH NOTICE OR LAPSE OF
TIME OR BOTH WOULD CONSTITUTE SUCH A DEFAULT OR EVENT OF DEFAULT, EXISTS WITH
RESPECT TO ANY SUCH DEBT OR GUARANTY.
(I)
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 6.1(I), THERE ARE NO
ACTIONS, SUITS OR PROCEEDINGS PENDING (NOR, TO THE KNOWLEDGE OF THE BORROWER,
ARE THERE ANY ACTIONS, SUITS OR PROCEEDINGS THREATENED) AGAINST OR IN ANY OTHER
WAY RELATING ADVERSELY TO OR AFFECTING THE BORROWER OR ANY OF ITS SUBSIDIARIES
OR ANY OF ITS OR THEIR PROPERTY IN ANY COURT OR BEFORE ANY ARBITRATOR OF ANY
KIND OR BEFORE OR BY ANY GOVERNMENTAL BODY EXCEPT ACTIONS, SUITS OR PROCEEDINGS
OF THE CHARACTER NORMALLY INCIDENT TO THE KIND OF BUSINESS CONDUCTED BY THE
BORROWER OR SUBSIDIARY, AS THE CASE MAY BE, WHICH, IF ADVERSELY DETERMINED,
WOULD NOT IN THE AGGREGATE HAVE A MATERIALLY ADVERSE EFFECT, AND THERE ARE NO
STRIKES OR WALKOUTS IN PROGRESS RELATING TO ANY LABOR CONTRACTS TO WHICH THE
BORROWER OR ANY OF ITS SUBSIDIARIES IS A PARTY.
(J)
PROPRIETARY RIGHTS.
SCHEDULE 6.1(J) SETS FORTH A CORRECT AND
COMPLETE LIST OF ALL OF THE PROPRIETARY RIGHTS OF THE BORROWER AND EACH OF ITS
SUBSIDIARIES.
NONE OF THE
62
PROPRIETARY RIGHTS IS SUBJECT TO ANY LICENSING AGREEMENT OR SIMILAR ARRANGEMENT
EXCEPT AS SET FORTH ON SCHEDULE 6.1(J) OR AS ENTERED INTO IN THE SALE OR
DISTRIBUTION OF THE BORROWER'S OR ANY SUBSIDIARY'S INVENTORY IN THE ORDINARY
COURSE OF BUSINESS.
TO THE BEST OF THE BORROWER'S KNOWLEDGE, NONE OF THE
PROPRIETARY RIGHTS INFRINGES ON OR CONFLICTS WITH ANY OTHER PERSON'S PROPERTY,
AND NO OTHER PERSON'S PROPERTY INFRINGES ON OR CONFLICTS WITH THE PROPRIETARY
RIGHTS.
THE PROPRIETARY RIGHTS DESCRIBED ON SCHEDULE 6.1(J) CONSTITUTE ALL OF
THE MATERIAL PROPERTY OF SUCH TYPE NECESSARY TO THE CURRENT AND CONTINUED
CONDUCT OF THE BORROWER'S AND ITS SUBSIDIARIES' BUSINESS AS PRESENTLY CONDUCTED.
(K)
TAX RETURNS AND PAYMENTS.
ALL FEDERAL, STATE AND OTHER TAX
RETURNS OF EACH OF THE BORROWER AND ITS