MATERIAL RESPECTS.
SINCE
THE DATE OF EACH SUCH SCHEDULE B, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN
THE FUNDING STATUS OR FINANCIAL CONDITION OF THE BENEFIT PLAN RELATING TO SUCH
SCHEDULE B WHICH WOULD RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER THE
BORROWER NOR ANY ERISA AFFILIATE HAS FAILED TO MAKE ANY REQUIRED INSTALLMENT
UNDER SUBSECTION (M) OF SECTION 412 OF THE CODE AND ANY OTHER PAYMENT REQUIRED
UNDER SECTION 412 OF THE CODE ON OR BEFORE THE DUE DATE FOR SUCH INSTALLMENT OR
OTHER PAYMENT WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A LIEN UNDER
SECTION 412 OF THE CODE.
NEITHER THE BORROWER NOR ANY ERISA AFFILIATE IS
REQUIRED TO PROVIDE SECURITY TO A BENEFIT PLAN UNDER SECTION 401(A)(29) OF THE
INTERNAL REVENUE CODE DUE TO A PLAN AMENDMENT THAT RESULTS IN AN INCREASE IN
CURRENT LIABILITY FOR THE PLAN YEAR.
THE BORROWER AND ITS SUBSIDIARIES AND ITS
ERISA AFFILIATES ARE CURRENT WITH RESPECT TO ALL OBLIGATIONS THEY MAY HAVE
RELATING TO ANY MULTIEMPLOYER PLAN TO WHICH THEY ARE OR HAVE BEEN OBLIGATED TO
CONTRIBUTE.
NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS OR IS LIKELY TO
INCUR ANY WITHDRAWAL LIABILITY WITH RESPECT TO ANY MULTIEMPLOYER PLAN WHICH
WOULD HAVE A MATERIAL ADVERSE EFFECT.
(Q)
LABOR MATTERS.
NO LOAN PARTY IS A PARTY TO ANY LABOR CONTRACT AS
OF THE CLOSING DATE.
AS OF THE CLOSING DATE, THERE ARE NO STRIKES, LOCKOUTS OR
OTHER DISPUTES RELATING TO ANY
53
collective bargaining or similar agreement to which such Loan Party is a party
which would have or is reasonably likely to have a Material Adverse Effect.
(R)
SECURITIES ACTIVITIES.
NO LOAN PARTY IS ENGAGED IN THE BUSINESS
OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK.
(S)
SOLVENCY.
AFTER GIVING EFFECT TO THE RECEIPT AND APPLICATION OF
THE LOANS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, EACH LOAN PARTY IS
SOLVENT.
(T)
PATENTS, TRADEMARKS, PERMITS, ETC.; GOVERNMENT APPROVALS.
(I)
EACH LOAN PARTY OWNS, IS LICENSED OR, TO THE BORROWER'S
KNOWLEDGE, OTHERWISE HAS THE LAWFUL RIGHT TO USE THE PERMITS AND OTHER
GOVERNMENTAL APPROVALS, PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS,
TECHNOLOGY, KNOW-HOW AND PROCESSES NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS
CURRENTLY CONDUCTED WHICH ARE MATERIAL TO ITS CONDITION (FINANCIAL OR
OTHERWISE), OPERATIONS AND PERFORMANCE, EXCEPT WHERE THE FAILURE TO DO SO WILL
NOT OR IS NOT REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT.
THERE
ARE NO CLAIMS PENDING OR, TO SUCH LOAN PARTY'S KNOWLEDGE, OVERTLY THREATENED
THAT SUCH LOAN PARTY IS INFRINGING OR OTHERWISE ADVERSELY AFFECTING THE RIGHTS
OF ANY PERSON WITH RESPECT TO SUCH PERMITS AND OTHER GOVERNMENTAL APPROVALS,
PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS, TECHNOLOGY, KNOW-HOW AND
PROCESSES, EXCEPT FOR SUCH CLAIMS AND INFRINGEMENTS AS DO NOT, IN THE AGGREGATE,
GIVE RISE TO ANY LIABILITY ON THE PART OF SUCH LOAN PARTY WHICH HAS OR IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(II)
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS WILL NOT IMPAIR SUCH LOAN