IN FULL COMPLIANCE WITH ANY OF THE
REQUIREMENTS OF ERISA, AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS
THEREUNDER, (II) NO BORROWER OR A COMMONLY CONTROLLED ENTITY HAS ENGAGED IN ANY
"PROHIBITED TRANSACTIONS" (AS DEFINED IN SECTION 406 OF ERISA AND SECTION 4975
OF THE CODE) INVOLVING ANY PLAN (SUBJECT TO ERISA OR SECTION 4975 OF THE CODE)
SPONSORED BY A BORROWER OR A COMMONLY CONTROLLED ENTITY; (III) EACH BORROWER AND
COMMONLY CONTROLLED ENTITY HAS MET ALL APPLICABLE MINIMUM FUNDING REQUIREMENTS
UNDER SECTION 302 OF ERISA IN RESPECT OF ITS PLANS; (IV) NO BORROWER OR A
COMMONLY CONTROLLED ENTITY HAS KNOWLEDGE OF ANY EVENT OR OCCURRENCE WHICH WOULD
CAUSE THE PBGC TO INSTITUTE PROCEEDINGS UNDER TITLE IV OF ERISA TO TERMINATE ANY
PLAN(S); (V) NO BORROWER OR COMMONLY CONTROLLED ENTITY HAS ANY FIDUCIARY
RESPONSIBILITY UNDER ERISA FOR INVESTMENTS WITH RESPECT TO ANY "EMPLOYEE BENEFIT
PLAN" (AS DEFINED IN SECTION 3(3) OF ERISA), OTHER THAN ANY EMPLOYEE BENEFIT
PLAN MAINTAINED, ESTABLISHED OR CONTRIBUTED TO BY BORROWER OR SUCH BORROWER'S
SUBSIDIARIES OR COMMONLY CONTROLLED ENTITY; AND (V) NO BORROWER OR COMMONLY
CONTROLLED ENTITY HAS WITHDRAWN, COMPLETELY OR PARTIALLY, FROM ANY
MULTI-EMPLOYER PENSION PLAN SO AS TO INCUR LIABILITY UNDER THE MULTIEMPLOYER
PENSION PLAN AMENDMENTS ACT OF 1980.
5.6.
COMPLIANCE WITH LAWS.
EACH LOAN PARTY, HAS
DULY COMPLIED IN ALL MATERIAL RESPECTS WITH, AND ITS PROPERTIES, BUSINESS
OPERATIONS AND LEASEHOLDS ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, THE
PROVISIONS OF ALL FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS
APPLICABLE TO SUCH LOAN PARTY, ITS PROPERTIES OR THE CONDUCT OF ITS BUSINESS AND
THERE HAVE BEEN NO CITATIONS, NOTICES OR ORDERS OF NONCOMPLIANCE ISSUED TO ANY
LOAN PARTY UNDER ANY SUCH LAW, RULE OR REGULATION.
EACH LOAN PARTY HAS
ESTABLISHED AND MAINTAINS A MONITORING SYSTEM THAT IT BELIEVES TO BE ADEQUATE TO
INSURE THAT IT REMAINS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL FEDERAL,
STATE AND LOCAL LAWS, RULES AND REGULATIONS APPLICABLE TO IT.
NO INVENTORY HAS
BEEN PRODUCED IN VIOLATION OF THE FAIR LABOR STANDARDS ACT (29 U.S.C. §201 ET
SEQ.), AS AMENDED.
5.7.
SOLVENCY.
EACH LOAN PARTY IS SOLVENT.
5.8.
INVESTMENT COMPANY ACT; OTHER REGULATIONS.
NO
LOAN PARTY IS AN "INVESTMENT COMPANY", OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY", WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED.
NO LOAN PARTY IS SUBJECT TO REGULATION UNDER ANY REQUIREMENT OF LAW
(OTHER THAN REGULATION X OF THE BOARD) THAT LIMITS ITS ABILITY TO INCUR
INDEBTEDNESS.
53
5.9.
NO LITIGATION.
EXCEPT AS DESCRIBED IN
SCHEDULE 5.9, NO LITIGATION, PROCEEDING OR, TO THE KNOWLEDGE OF THE BORROWERS,
INVESTIGATION OF OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING
OR, TO THE KNOWLEDGE OF THE BORROWERS, THREATENED BY OR AGAINST ANY BORROWER OR
LOAN PARTY OR AGAINST ANY OF THEIR RESPECTIVE PROPERTIES OR REVENUES (A) WITH
RESPECT TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, OR (B) THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
5.10.
FEDERAL REGULATIONS.
NEITHER THE