OUTSTANDING WARRANTS, OPTIONS, CONTRACTS OR
COMMITMENTS OF ANY KIND ENTITLING ANY PERSON TO PURCHASE OR OTHERWISE ACQUIRE
(I) ANY SHARES OF THE CAPITAL STOCK OF THE BORROWER OR (II) ANY SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE FOR ANY SHARES OF SUCH CAPITAL STOCK.
AS OF
THE CLOSING DATE, NO SECURITIES ARE OUTSTANDING WHICH ARE CONVERTIBLE INTO OR
EXCHANGEABLE FOR ANY SHARES OF CAPITAL
12
STOCK OF THE BORROWER.
AS OF THE CLOSING DATE, THE PERSONS IDENTIFIED ON
SCHEDULE 6.5 AS CONTROLLING AFFILIATES ARE THE ONLY CONTROLLING AFFILIATES OF
THE BORROWER (OTHER THAN CONTROLLING AFFILIATES THAT ARE NOT REQUIRED TO EXECUTE
A GUARANTY PURSUANT TO SECTION 6(C) OF THE FAST TRACK LENDER AGREEMENT).
6.6
AUTHORIZATION, VALIDITY, ETC.
IT HAS THE
POWER AND AUTHORITY TO MAKE, EXECUTE, DELIVER AND CARRY OUT THE INTERNATIONAL
LOAN DOCUMENTS TO WHICH IT IS A PARTY AND THE TRANSACTIONS CONTEMPLATED THEREIN
AND TO PERFORM ITS OBLIGATIONS THEREUNDER AND ALL SUCH ACTION HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY PROCEEDINGS ON ITS PART.
THE INTERNATIONAL LOAN
DOCUMENTS TO WHICH ANY LOAN PARTY IS A PARTY HAVE BEEN DULY AND VALIDLY EXECUTED
AND DELIVERED BY SUCH LOAN PARTY AND CONSTITUTE VALID AND LEGALLY BINDING
OBLIGATIONS OF SUCH LOAN PARTY ENFORCEABLE AGAINST SUCH LOAN PARTY IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS, EXCEPT AS LIMITED BY DEBTOR LAWS.
THE LIENS
CREATED BY THE INTERNATIONAL SECURITY DOCUMENTS WILL CONSTITUTE VALID AND
PERFECTED LIENS ON THE COLLATERAL DESCRIBED THEREIN SUPERIOR IN RIGHT TO ALL
OTHER LIENS, EXCEPT FOR PERMITTED LIENS.
6.7
INTENTIONALLY OMITTED.
6.8
TAXES.
THE BORROWER AND EACH SUBSIDIARY HAS
TIMELY FILED, OR HAS CAUSED TO BE TIMELY FILED, ALL TAX RETURNS AND REPORTS
REQUIRED BY APPLICABLE LAW, HAS TIMELY PAID, OR HAS CAUSED TO BE TIMELY PAID,
ALL APPLICABLE TAXES, ASSESSMENTS, DEPOSITS AND CONTRIBUTIONS OWING BY BORROWER
AND EACH SUCH SUBSIDIARY AND WILL TIMELY PAY, OR CAUSE TO BE TIMELY PAID, ALL
SUCH ITEMS IN THE FUTURE AS THEY BECAME DUE AND PAYABLE.
THE BORROWER OR ANY
SUBSIDIARY MAY, HOWEVER, DEFER PAYMENT OF ANY CONTESTED TAXES; PROVIDED, THAT
BORROWER OR SUCH SUBSIDIARY (A) IN GOOD FAITH CONTESTS BORROWER'S OBLIGATION TO
PAY SUCH TAXES BY APPROPRIATE PROCEEDINGS PROMPTLY AND DILIGENTLY INSTITUTED AND
CONDUCTED; (B) NOTIFIES THE BANK IN WRITING OF THE COMMENCEMENT OF, AND ANY
MATERIAL DEVELOPMENT IN, THE PROCEEDINGS; (C) POSTS BONDS OR TAKES ANY OTHER
STEPS REQUIRED TO KEEP THE CONTESTED TAXES FROM BECOMING A LIEN UPON ANY OF THE
COLLATERAL; AND (D) MAINTAINS ADEQUATE RESERVES THEREFORE IN CONFORMITY WITH
GAAP.
THE BORROWER IS NOT AWARE OF ANY PROPOSED TAX ASSESSMENT BY ANY TAXING
AUTHORITY OR OF ANY CLAIMS BY ANY GOVERNMENTAL AUTHORITY FOR ANY UNPAID TAXES
WHICH COULD REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, IN EACH CASE
EXCEPT LIABILITIES CONTESTED IN GOOD FAITH OR FOR WHICH ADEQUATE RESERVES HAVE
BEEN PROVIDED.
6.9
CONFLICTING OR ADVERSE AGREEMENTS OR
RESTRICTIONS.
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH LOAN
PARTY OF THE INTERNATIONAL LOAN DOCUMENTS TO WHICH IT IS A PARTY, ANY EXPORT
ORDER TO WHICH IT IS A