BOOKS OF THE PARENT BORROWER OR ITS SUBSIDIARIES,
AS THE CASE MAY BE); NO TAX LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF THE
PARENT BORROWER, NO MATERIAL CLAIM IS BEING ASSERTED, WITH RESPECT TO ANY SUCH
TAX, FEE OR OTHER CHARGE.
4.11
FEDERAL REGULATIONS.
NO PART OF THE PROCEEDS OF
ANY LOANS WILL BE USED FOR "BUYING" OR "CARRYING" ANY "MARGIN STOCK" WITHIN THE
RESPECTIVE MEANINGS OF EACH OF THE QUOTED TERMS UNDER REGULATION U AS NOW AND
FROM TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY PURPOSE THAT VIOLATES THE
PROVISIONS OF THE REGULATIONS OF THE BOARD.
IF REQUESTED BY ANY LENDER OR THE
ADMINISTRATIVE AGENT, THE PARENT BORROWER WILL FURNISH TO THE ADMINISTRATIVE
AGENT AND EACH LENDER A STATEMENT TO THE FOREGOING EFFECT IN CONFORMITY WITH THE
REQUIREMENTS OF FR FORM G-3 OR FR FORM U-1, AS APPLICABLE, REFERRED TO IN
REGULATION U.
4.12
LABOR MATTERS.
EXCEPT AS, IN THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
(A) THERE
ARE NO STRIKES OR OTHER LABOR DISPUTES AGAINST THE PARENT BORROWER OR ANY OF ITS
SUBSIDIARIES PENDING OR, TO THE KNOWLEDGE OF THE PARENT BORROWER, THREATENED;
(B) HOURS WORKED BY AND PAYMENT MADE TO EMPLOYEES OF THE PARENT BORROWER AND ITS
SUBSIDIARIES HAVE NOT BEEN IN VIOLATION OF THE FAIR LABOR STANDARDS ACT OR ANY
OTHER APPLICABLE REQUIREMENT OF LAW DEALING WITH SUCH MATTERS; AND (C) ALL
PAYMENTS DUE FROM THE PARENT BORROWER OR ANY OF ITS SUBSIDIARIES ON ACCOUNT OF
EMPLOYEE HEALTH AND WELFARE INSURANCE HAVE BEEN PAID OR ACCRUED AS A LIABILITY
ON THE BOOKS OF THE PARENT BORROWER OR THE RELEVANT SUBSIDIARY.
4.13
ERISA, CANADIAN PENSION AND BENEFIT PLANS AND
FOREIGN PLANS.
(A)
EXCEPT AS DISCLOSED ON SCHEDULE 4.13, NEITHER A REPORTABLE
EVENT NOR AN "ACCUMULATED FUNDING DEFICIENCY" (WITHIN THE MEANING OF SECTION 412
OF THE CODE OR SECTION 302 OF ERISA) HAS OCCURRED DURING THE FIVE-YEAR PERIOD
PRIOR TO THE DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE WITH
RESPECT TO ANY PLAN WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT AND EACH PLAN HAS COMPLIED IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE PROVISIONS OF ERISA AND THE CODE.
NO TERMINATION OF A SINGLE
EMPLOYER PLAN HAS OCCURRED WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL LIABILITY, AND NO LIEN IN FAVOR OF THE PBGC OR A PLAN OR MULTIEMPLOYER
PLAN HAS ARISEN, DURING SUCH FIVE-YEAR PERIOD.
EXCEPT AS DISCLOSED ON
SCHEDULE 4.13, THE PRESENT VALUE OF ALL ACCRUED BENEFITS UNDER EACH SINGLE
EMPLOYER PLAN (BASED ON THOSE ASSUMPTIONS USED TO FUND SUCH PLANS) DID NOT, AS
OF THE LAST ANNUAL VALUATION DATE PRIOR TO THE DATE ON WHICH THIS REPRESENTATION
IS MADE OR DEEMED MADE, EXCEED THE VALUE OF THE ASSETS OF SUCH PLAN ALLOCABLE TO
SUCH ACCRUED BENEFITS BY A MATERIAL AMOUNT.
NEITHER THE PARENT BORROWER NOR ANY
COMMONLY CONTROLLED ENTITY HAS HAD A COMPLETE OR PARTIAL WITHDRAWAL FROM ANY
MULTIEMPLOYER PLAN THAT HAS RESULTED OR COULD REASONABLY