THE OTHER LOAN DOCUMENTS, ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS, AND THE BORROWER AND ITS SUBSIDIARIES
THERETO ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE TERMS OF THE LOAN
DOCUMENTS TO WHICH EACH IS A PARTY.
3.24.
DEPOSITORY AND OTHER ACCOUNTS.
SCHEDULE 3.24 ATTACHED HERETO LISTS
ALL BANKS AND OTHER FINANCIAL INSTITUTIONS AND DEPOSITORIES AT WHICH THE
BORROWER AND/OR ANY US SUBSIDIARY MAINTAINS (OR HAS CAUSED TO BE MAINTAINED) OR
WILL MAINTAIN DEPOSIT ACCOUNTS, OPERATING ACCOUNTS, TRUST ACCOUNTS, TAX OR TRUST
RECEIVABLE ACCOUNTS OR OTHER ACCOUNTS OF ANY KIND OR NATURE INTO WHICH FUNDS OF
THE BORROWER AND/OR EACH US SUBSIDIARY (INCLUDING FUNDS IN WHICH THE BORROWER OR
ANY US SUBSIDIARY MAINTAINS A CONTINGENT OR RESIDUAL INTEREST) ARE FROM TIME TO
TIME DEPOSITED, AND SUCH SCHEDULE 3.24 CORRECTLY IDENTIFIES THE NAME AND ADDRESS
OF EACH DEPOSITORY, THE NAME IN
17
WHICH EACH ACCOUNT IS HELD, THE PURPOSE OF THE ACCOUNT AND THE COMPLETE ACCOUNT
NUMBER.
THE BORROWER WILL NOTIFY THE AGENT SIMULTANEOUSLY WITH THE SUBMISSION
OF THE QUARTERLY COMPLIANCE CERTIFICATE, AND THEREBY SUPPLEMENT SUCH SCHEDULE
3.24 AS NEW ACCOUNTS ARE ESTABLISHED BY THE BORROWER AND/OR ANY US SUBSIDIARY.
THE BORROWER HEREBY AUTHORIZES THE AGENT TO ATTACH SUCH SUPPLEMENTS TO SCHEDULE
3.24 FROM TIME TO TIME DELIVERED BY THE BORROWER TO SCHEDULE 3.24 ATTACHED
HERETO.
3.25.
BURDENSOME OBLIGATIONS; FUTURE EXPENDITURES.
TO THE BORROWER'S
KNOWLEDGE, NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES IS PARTY TO OR BOUND
BY ANY AGREEMENT (INCLUDING BUT NOT LIMITED TO THE MATERIAL AGREEMENTS LISTED ON
THE BORROWER'S MOST RECENT FORM 10-K FILED WITH THE SEC, AS SUPPLEMENTED BY THE
BORROWER'S FORMS 10-Q AND 8-K FILED WITH THE SEC THEREAFTER), INSTRUMENT, DEED
OR LEASE OR IS SUBJECT TO ANY CHARTER, BY-LAW OR OTHER RESTRICTION, COMMITMENT
OR REQUIREMENT WHICH, IN THE OPINION OF THE MANAGEMENT OF SUCH PERSON, IS SO
UNUSUAL OR BURDENSOME AS IN THE FORESEEABLE FUTURE TO HAVE OR CAUSE OR CREATE A
MATERIAL RISK OF HAVING OR CAUSING A MATERIAL ADVERSE EFFECT.
NEITHER THE
BORROWER NOR ANY OF ITS SUBSIDIARIES ANTICIPATE THAT THE FUTURE EXPENDITURES, IF
ANY, BY THE BORROWER AND ITS SUBSIDIARIES NEEDED TO MEET THE PROVISIONS OF ANY
FEDERAL, STATE OR FOREIGN GOVERNMENTAL STATUTES, ORDERS, RULES OR REGULATIONS
WILL BE SO BURDENSOME AS TO HAVE OR CAUSE, OR CREATE A MATERIAL RISK OF HAVING
OR CAUSING, A MATERIAL ADVERSE EFFECT.
3.26.
INSURANCE POLICIES.
SCHEDULE 3.26 LISTS ALL MATERIAL INSURANCE
POLICIES OF ANY KIND OR NATURE MAINTAINED BY OR ON BEHALF OF THE BORROWER, AS
WELL AS A SUMMARY OF THE PRINCIPAL TERMS OF SUCH INSURANCE.
ALL SUCH INSURANCE
POLICIES, TOGETHER WITH ANY INSURANCE POLICIES OBTAINED BY THE BORROWER AFTER
THE CLOSING DATE, ARE OR WILL BE IN FULL FORCE AND EFFECT AND PROVIDE COVERAGE
OF SUCH RISKS AND IN SUCH AMOUNTS AS IS CUSTOMARILY MAINTAINED FOR BUSINESSES OF
THE SCOPE AND SIZE OF THE BORROWER.
3.27.
EMPLOYMENT AND LABOR AGREEMENTS.
SCHEDULE 3.27 ACCURATELY AND
COMPLETELY DESCRIBES EACH EMPLOYMENT AGREEMENT, AGREEMENT FOR THE PAYMENT OF
DEFERRED COMPENSATION, SEVERANCE OR SO-CALLED