(F) ABOVE SECURED BY (OR FOR WHICH THE HOLDER OF SUCH
INDEBTEDNESS HAS AN EXISTING RIGHT, CONTINGENT OR OTHERWISE, TO BE SECURED BY)
ANY MORTGAGE, LIEN, PLEDGE, CHARGE, SECURITY INTEREST OR OTHER ENCUMBRANCE
(EACH, A "LIEN") UPON OR IN ANY PROPERTY OR ASSETS (INCLUDING ACCOUNTS AND
CONTRACT RIGHTS) OWNED BY ANY PERSON, EVEN THOUGH THE PERSON WHICH OWNS SUCH
ASSETS OR PROPERTY HAS NOT ASSUMED OR BECOME LIABLE FOR THE PAYMENT OF SUCH
INDEBTEDNESS, AND (H) ALL CONTINGENT OBLIGATIONS IN RESPECT OF INDEBTEDNESS OR
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OBLIGATIONS OF OTHERS OF THE KINDS REFERRED TO IN CLAUSES (A) THROUGH (G) ABOVE;
(Y) "CONTINGENT OBLIGATION" MEANS, AS TO ANY PERSON, ANY DIRECT OR INDIRECT
LIABILITY, CONTINGENT OR OTHERWISE, OF THAT PERSON WITH RESPECT TO ANY
INDEBTEDNESS, LEASE, DIVIDEND OR OTHER OBLIGATION OF ANOTHER PERSON IF THE
PRIMARY PURPOSE OR INTENT OF THE PERSON INCURRING SUCH LIABILITY, OR THE PRIMARY
EFFECT THEREOF, IS TO PROVIDE ASSURANCE TO THE OBLIGEE OF SUCH LIABILITY THAT
SUCH LIABILITY WILL BE PAID OR DISCHARGED, OR THAT ANY AGREEMENTS RELATING
THERETO WILL BE COMPLIED WITH, OR THAT THE HOLDERS OF SUCH LIABILITY WILL BE
PROTECTED (IN WHOLE OR IN PART) AGAINST LOSS WITH RESPECT THERETO; AND (Z)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A PARTNERSHIP, A
JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED ORGANIZATION AND A
GOVERNMENT OR ANY DEPARTMENT OR AGENCY THEREOF.
(S)
ABSENCE OF LITIGATION.
THERE IS NO ACTION,
SUIT, PROCEEDING, INQUIRY OR INVESTIGATION BEFORE OR BY THE PRINCIPAL MARKET,
ANY COURT, PUBLIC BOARD, GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY
PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE
COMPANY, THE COMPANY COMMON STOCK OR ANY OF THE COMPANY'S SUBSIDIARIES OR ANY OF
THE COMPANY'S OR THE COMPANY'S SUBSIDIARIES' OFFICERS OR DIRECTORS IN THEIR
CAPACITIES AS SUCH, EXCEPT AS SET FORTH IN SCHEDULE 3(S).
(T)
INSURANCE.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES ARE INSURED BY INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY
AGAINST SUCH LOSSES AND RISKS AND IN SUCH AMOUNTS AS MANAGEMENT OF THE COMPANY
BELIEVES TO BE PRUDENT AND CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND
ITS SUBSIDIARIES ARE ENGAGED.
NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY HAS
BEEN REFUSED ANY INSURANCE COVERAGE SOUGHT OR APPLIED FOR AND NEITHER THE
COMPANY NOR ANY SUCH SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE
ABLE TO RENEW ITS EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES
OR TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO
CONTINUE ITS BUSINESS AT A COST THAT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(U)
EMPLOYEE RELATIONS. (I) NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR
EMPLOYS ANY MEMBER OF A UNION.
THE COMPANY AND ITS SUBSIDIARIES BELIEVE THAT
THEIR RELATIONS WITH THEIR EMPLOYEES ARE GOOD.
NO EXECUTIVE OFFICER OF THE
COMPANY (AS DEFINED IN RULE 501(F) OF THE 1933 ACT) HAS NOTIFIED THE COMPANY
THAT SUCH OFFICER INTENDS TO LEAVE THE COMPANY OR OTHERWISE TERMINATE