OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY IS, AND ALL WRITTEN INFORMATION HEREAFTER FURNISHED BY OR ON
BEHALF OF ANY LOAN PARTY TO AGENT OR ANY LENDER PURSUANT HERETO OR IN CONNECTION
HEREWITH WILL BE, TRUE AND ACCURATE IN EVERY MATERIAL RESPECT ON THE DATE AS OF
WHICH SUCH INFORMATION IS DATED OR CERTIFIED, AND NONE OF SUCH INFORMATION IS OR
WILL BE INCOMPLETE BY OMITTING TO STATE ANY MATERIAL FACT NECESSARY TO MAKE SUCH
INFORMATION NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH MADE (IT
BEING RECOGNIZED BY AGENT AND THE LENDERS THAT ANY PROJECTIONS AND FORECASTS
PROVIDED BY ANY LOAN PARTY ARE BASED ON GOOD FAITH ESTIMATES AND ASSUMPTIONS
BELIEVED BY SUCH LOAN PARTY TO BE REASONABLE AS OF THE DATE OF THE APPLICABLE
PROJECTIONS OR ASSUMPTIONS AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS
COVERED BY ANY SUCH PROJECTIONS AND FORECASTS MAY DIFFER FROM PROJECTED OR
FORECASTED RESULTS).
9.19
INTELLECTUAL PROPERTY.
EACH LOAN PARTY OWNS AND POSSESSES OR HAS A
LICENSE OR OTHER RIGHT TO USE ALL PATENTS, PATENT RIGHTS, TRADEMARKS, TRADEMARK
RIGHTS, TRADE NAMES, TRADE NAME RIGHTS, SERVICE MARKS, SERVICE MARK RIGHTS AND
COPYRIGHTS AS ARE NECESSARY FOR THE CONDUCT OF THE BUSINESSES OF THE LOAN
PARTIES, WITHOUT ANY INFRINGEMENT UPON RIGHTS OF OTHERS WHICH COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.20
BURDENSOME OBLIGATIONS.
NO LOAN PARTY IS A PARTY TO ANY AGREEMENT
OR CONTRACT OR SUBJECT TO ANY RESTRICTION CONTAINED IN ITS ORGANIZATIONAL
DOCUMENTS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
37
9.21
LABOR MATTERS.
NO LOAN PARTY IS SUBJECT TO ANY LABOR OR COLLECTIVE
BARGAINING AGREEMENT.
THERE ARE NO EXISTING OR THREATENED STRIKES, LOCKOUTS OR
OTHER LABOR DISPUTES INVOLVING ANY LOAN PARTY THAT SINGLY OR IN THE AGGREGATE
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
HOURS WORKED BY
AND PAYMENT MADE TO EMPLOYEES OF THE LOAN PARTIES ARE NOT IN VIOLATION OF THE
FAIR LABOR STANDARDS ACT OR ANY OTHER APPLICABLE LAW, RULE OR REGULATION DEALING
WITH SUCH MATTERS.
9.22
NO DEFAULT.
NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT
EXISTS OR WOULD RESULT FROM THE INCURRENCE BY ANY LOAN PARTY OF ANY DEBT
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
9.23
ACCOUNTS.
NO LOAN PARTY MAINTAINS ANY DEPOSIT, CHECKING, BROKERAGE
OR SIMILAR ACCOUNT WITH ANY BANK, SAVINGS ASSOCIATION, FINANCIAL INSTITUTION OR
SIMILAR FINANCIAL INTERMEDIARY, OTHER THAN THOSE IDENTIFIED ON SCHEDULE 9.23.*
9.24
ANTI-TERRORISM LAW COMPLIANCE.
NONE OF THE LOAN PARTIES IS SUBJECT
TO OR IN VIOLATION OF ANY LAW, REGULATION OR LIST OF ANY GOVERNMENT AGENCY
INCLUDING, WITHOUT LIMITATION, THE U.S. OFFICE OF FOREIGN ASSET CONTROL ("OFAC")
LIST, EXECUTIVE ORDER 13224 OR THE USA PATRIOT ACT) THAT PROHIBITS OR LIMITS THE
CONDUCT OF BUSINESS WITH OR RECEIVING OF FUNDS, GOODS OR SERVICES TO OR FOR THE
BENEFIT OF CERTAIN PERSONS SPECIFIED THEREIN OR THAT PROHIBITS OR LIMITS ANY
BANK FROM MAKING ANY ADVANCE OR EXTENSION OF CREDIT TO ANY LOAN PARTY OR FROM
OTHERWISE