OF THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT,
EXCEPT AS DISCLOSED IN ITEM 6.7 ("LITIGATION") OF THE DISCLOSURE SCHEDULE.
SECTION 6.8.
SUBSIDIARIES.
THE BORROWER HAS NO SUBSIDIARIES, EXCEPT THOSE
SUBSIDIARIES
(A)
WHICH ARE IDENTIFIED IN ITEM 6.8 ("EXISTING SUBSIDIARIES AS OF THE
EFFECTIVE DATE") OF THE DISCLOSURE SCHEDULE; OR
(B)
WHICH ARE HEREAFTER ACQUIRED OR FORMED.
IT BEING UNDERSTOOD THAT SUBSIDIARIES MAY MERGE, CONSOLIDATE, LIQUIDATE AND SELL
ASSETS AS PERMITTED PURSUANT TO SECTION 7.2.4.
SECTION 6.9.
OWNERSHIP OF PROPERTIES.
THE BORROWER AND EACH OF ITS
SUBSIDIARIES HAS GOOD 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 7.2.3 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.
SECTION 6.10.
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.
SECTION 6.11.
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 ITEM 6.11 ("EMPLOYEE BENEFIT PLANS") OF THE DISCLOSURE SCHEDULE,
THE BORROWER HAS NO CONTINGENT LIABILITY WITH RESPECT TO POST-RETIREMENT
BENEFITS PROVIDED BY THE BORROWER AND ITS SUBSIDIARIES UNDER A WELFARE PLAN,
OTHER
46
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.
SECTION 6.12.
ENVIRONMENTAL WARRANTIES.
EXCEPT AS SET FORTH IN ITEM 6.12
("ENVIRONMENTAL MATTERS") OF THE DISCLOSURE SCHEDULE:
(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