OF THE BORROWER, ITS SUBSIDIARIES AND
THEIR RESPECTIVE ERISA AFFILIATES FOR A COMPLETE WITHDRAWAL FROM SUCH
MULTIEMPLOYER PLAN (WITHIN THE MEANING OF SECTION 4203 OF ERISA), WHEN
AGGREGATED WITH SUCH POTENTIAL LIABILITY FOR A COMPLETE WITHDRAWAL FROM ALL
MULTIEMPLOYER PLANS, BASED ON INFORMATION AVAILABLE PURSUANT TO SECTION 4221(E)
OF ERISA IS ZERO.
THE BORROWER, EACH OF ITS SUBSIDIARIES AND EACH OF THEIR
ERISA AFFILIATES HAVE COMPLIED WITH THE REQUIREMENTS OF SECTION 515 OF ERISA
WITH RESPECT TO EACH MULTIEMPLOYER PLAN AND ARE NOT IN MATERIAL "DEFAULT" (AS
DEFINED IN SECTION 4219(C)(5) OF ERISA) WITH RESPECT TO PAYMENTS TO A
MULTIEMPLOYER PLAN.
4.20
SOLVENCY.
THE CREDIT PARTIES (ON A CONSOLIDATED BASIS) ARE AND,
UPON THE INCURRENCE OF ANY OBLIGATION BY THE CREDIT PARTIES ON ANY DATE ON WHICH
THIS REPRESENTATION AND WARRANTY IS MADE, WILL BE SOLVENT.
4.21
INTELLECTUAL PROPERTY.
THE BORROWER AND ITS SUBSIDIARIES OWN OR
LICENSE OR OTHERWISE HAVE THE RIGHT TO USE ALL LICENSES, PERMITS, PATENTS,
PATENT APPLICATIONS, TRADEMARKS, TRADEMARK APPLICATIONS, SERVICE MARKS, TRADE
NAMES, COPYRIGHTS, COPYRIGHT APPLICATIONS, INTERNET DOMAIN NAMES, FRANCHISES,
AUTHORIZATIONS AND OTHER INTELLECTUAL PROPERTY RIGHTS (INCLUDING ALL
INTELLECTUAL PROPERTY) THAT ARE USED IN THE OPERATIONS OF THEIR RESPECTIVE
BUSINESSES, WITHOUT INFRINGEMENT UPON OR CONFLICT WITH THE RIGHTS OF ANY OTHER
PERSON WITH RESPECT THERETO, INCLUDING ALL TRADE NAMES ASSOCIATED WITH ANY
PRIVATE LABEL BRANDS OF THE BORROWER OR ITS SUBSIDIARIES EXCEPT, IN EACH CASE,
AS WILL NOT HAVE A MATERIAL ADVERSE EFFECT.
TO THE KNOWLEDGE OF THE BORROWER,
NO LICENSE, PERMIT, PATENT, PATENT APPLICATION, TRADEMARK, TRADEMARK
APPLICATION, SERVICE MARK, TRADE NAME, COPYRIGHT, COPYRIGHT APPLICATION,
INTERNET DOMAIN NAME, FRANCHISE, AUTHORIZATION, OTHER INTELLECTUAL PROPERTY
RIGHT (INCLUDING ALL INTELLECTUAL PROPERTY), SLOGAN OR OTHER ADVERTISING DEVICE,
PRODUCT, PROCESS, METHOD, SUBSTANCE, PART OR COMPONENT, OR OTHER MATERIAL NOW
EMPLOYED, OR NOW CONTEMPLATED TO BE EMPLOYED, BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES INFRINGES UPON OR CONFLICTS WITH ANY RIGHTS OWNED BY ANY OTHER
PERSON, NO CLAIM OR LITIGATION REGARDING ANY OF THE FOREGOING IS PENDING OR
THREATENED AND, THERE IS NO INFRINGEMENT BY THIRD PARTIES OF ANY OF THE
FOREGOING EXCEPT, IN EACH CASE, AS WILL NOT HAVE A MATERIAL ADVERSE EFFECT.
4.22
STATUS AS SENIOR DEBT.
THE LOANS AND OTHER OBLIGATIONS OF THE
BORROWER CONSTITUTE SENIOR INDEBTEDNESS OF THE BORROWER RANKING AT LEAST PARI
PASSU IN RIGHT OF PAYMENT WITH ALL OTHER UNSECURED INDEBTEDNESS OF THE BORROWER.
4.23
DISCLOSURE.
THE CONFIDENTIAL INFORMATION MEMORANDUM DATED
JUNE 2007 AND ALL OTHER INFORMATION PREPARED OR FURNISHED BY OR ON BEHALF OF THE
BORROWER IN CONNECTION WITH THIS AGREEMENT OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THEREUNDER TAKEN AS A WHOLE, IS COMPLETE
AND CORRECT IN ALL MATERIAL RESPECTS AND DOES NOT CONTAIN ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS CONTAINED THEREIN OR HEREIN NOT MISLEADING IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THE SAME WERE MADE.
ALL FINANCIAL PROJECTIONS, IF ANY,
THAT HAVE BEEN BE PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE