THE ADMINISTRATIVE AGENT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE.
5.5.
ERISA.
EXCEPT AS WOULD NOT RESULT IN MATERIAL LIABILITY TO A
BORROWER, (I) NO BORROWER OR A COMMONLY CONTROLLED ENTITY HAS RECEIVED ANY
WRITTEN NOTICE THAT IT IS NOT 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CONTROLLED ENTITY HAS WITHDRAWN, COMPLETELY OR PARTIALLY, FROM ANY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
48
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.
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