AND MARKETABLE TITLE TO ALL OF ITS TANGIBLE PROPERTIES
AND ASSETS, REAL AND PERSONAL, OF ANY NATURE WHATSOEVER, FREE AND CLEAR OF ALL
LIENS, CHARGES OR CLAIMS EXCEPT AS PERMITTED PURSUANT TO SECTION 7.03 OR LIENS,
CHARGES OR CLAIMS THAT WILL NOT HAVE A MATERIAL ADVERSE EFFECT; AND THE BORROWER
HAS DULY REGISTERED IN THE U.S. ALL TRADEMARKS REQUIRED FOR THE CONDUCT OF ITS
BUSINESS IN THE U.S., OTHER THAN THOSE AS TO WHICH THE LACK OF PROTECTION, OR
FAILURE TO REGISTER, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
5.10
TAXES.
THE BORROWER AND EACH OF ITS SUBSIDIARIES
HAS FILED ALL FEDERAL AND ALL OTHER MATERIAL INCOME TAX RETURNS AND REPORTS
REQUIRED BY LAW TO HAVE BEEN FILED BY IT AND HAS PAID ALL TAXES AND GOVERNMENTAL
CHARGES THEREBY SHOWN TO BE OWING, EXCEPT ANY SUCH TAXES OR CHARGES WHICH ARE
BEING DILIGENTLY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR
WHICH ADEQUATE RESERVES IN ACCORDANCE WITH GAAP SHALL HAVE BEEN SET ASIDE ON ITS
BOOKS.
5.11
PENSION AND WELFARE PLANS.
DURING THE
TWELVE-CONSECUTIVE-MONTH PERIOD ENDING IMMEDIATELY PRIOR TO THE DATE OF THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, NO PENSION PLAN HAS BEEN TERMINATED,
OR HAS BEEN SUBJECT TO THE COMMENCEMENT OF ANY TERMINATION, THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND NO CONTRIBUTION
FAILURE HAS OCCURRED WITH RESPECT TO ANY PENSION PLAN SUFFICIENT TO GIVE RISE TO
A LIEN UNDER SECTION 302(F) OF ERISA.
NO CONDITION EXISTS OR EVENT OR
TRANSACTION HAS OCCURRED WITH RESPECT TO ANY PENSION PLAN WHICH MIGHT RESULT IN
THE INCURRENCE BY THE BORROWER OR ANY MEMBER OF THE CONTROLLED GROUP OF ANY
LIABILITY, FINE OR PENALTY WHICH IS LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT FOR THE POST-RETIREMENT BENEFITS DESCRIBED IN SCHEDULE 5.11 ("ERISA
MATTERS"), THE BORROWER HAS NO CONTINGENT LIABILITY WITH RESPECT TO
POST-RETIREMENT BENEFITS PROVIDED BY THE BORROWER AND ITS SUBSIDIARIES UNDER A
WELFARE PLAN, OTHER THAN (I) LIABILITY FOR CONTINUATION COVERAGE DESCRIBED IN
PART 6 OF SUBTITLE B OF TITLE I OF ERISA AND (II) LIABILITIES WHICH WILL NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
5.12
ENVIRONMENTAL WARRANTIES.
EXCEPT AS SET FORTH IN
SCHEDULE 5.12 ("ENVIRONMENTAL MATTERS"):
(A)
ALL FACILITIES AND PROPERTY (INCLUDING
UNDERLYING GROUNDWATER) OWNED OR LEASED BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES HAVE BEEN, AND CONTINUE TO BE, OWNED OR LEASED BY THE BORROWER AND
ITS SUBSIDIARIES IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS, EXCEPT FOR SUCH
NON-COMPLIANCE WHICH, SINGLY OR IN THE AGGREGATE, WILL NOT HAVE A MATERIAL
ADVERSE EFFECT;
(B)
THERE HAVE BEEN NO PAST UNRESOLVED, AND
THERE ARE NO PENDING OR THREATENED (IN WRITING)
(I)
CLAIMS, COMPLAINTS, NOTICES OR REQUESTS
FOR INFORMATION RECEIVED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES WITH RESPECT
TO ANY ALLEGED VIOLATION OF ANY ENVIRONMENTAL LAW, OR
(II)
COMPLAINTS, WRITTEN NOTICES OR INQUIRIES
TO THE BORROWER OR ANY OF ITS SUBSIDIARIES REGARDING POTENTIAL LIABILITY UNDER
ANY ENVIRONMENTAL LAW,
which violation or potential liability singly or in the aggregate