PROPER FILING OF UCC FINANCING STATEMENTS REQUIRED PURSUANT TO SECTION
4.01(P) AND ANY MORTGAGES WITH RESPECT TO MORTGAGED PROPERTIES, SUCH LIENS
CONSTITUTE PERFECTED AND CONTINUING LIENS ON THE COLLATERAL, SECURING THE
SECURED OBLIGATIONS, ENFORCEABLE AGAINST THE APPLICABLE LOAN PARTY AND ALL THIRD
PARTIES, AND HAVING PRIORITY OVER ALL OTHER LIENS ON THE COLLATERAL EXCEPT IN
THE CASE OF (A) PERMITTED ENCUMBRANCES, TO THE EXTENT ANY SUCH PERMITTED
ENCUMBRANCES WOULD HAVE PRIORITY OVER THE LIENS IN FAVOR OF THE AGENT PURSUANT
TO ANY APPLICABLE LAW, (B) LIENS PERFECTED ONLY BY POSSESSION (INCLUDING
POSSESSION OF ANY CERTIFICATE OF TITLE) TO THE EXTENT THE AGENT HAS NOT OBTAINED
OR DOES NOT MAINTAIN POSSESSION OF SUCH COLLATERAL AND (C) SUBJECT TO AND AS
PROVIDED FOR UNDER THE TERMS OF THE INTERCREDITOR AGREEMENT AND THE LIENS
GRANTED UNDER THE TERM LOAN SECURITY DOCUMENTS.
SECTION 3.17. LABOR DISPUTES.
AS OF THE CLOSING DATE, EXCEPT AS, INDIVIDUALLY
OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT: (A) THERE ARE NO STRIKES, LOCKOUTS OR SLOWDOWNS AGAINST ANY LOAN PARTY
PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED, (B) THE HOURS WORKED
BY AND PAYMENTS MADE TO EMPLOYEES OF THE LOAN PARTIES AND THE SUBSIDIARIES HAVE
NOT BEEN IN VIOLATION OF THE FAIR LABOR STANDARDS ACT OR ANY OTHER APPLICABLE
FEDERAL, STATE, LOCAL OR FOREIGN LAW DEALING WITH SUCH MATTERS AND (C) ALL
PAYMENTS DUE FROM ANY LOAN PARTY OR ANY SUBSIDIARY, ON ACCOUNT OF WAGES AND
EMPLOYEE HEALTH AND WELFARE INSURANCE AND OTHER BENEFITS, HAVE BEEN PAID OR
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ACCRUED AS A LIABILITY ON THE BOOKS OF THE LOAN PARTY OR SUCH SUBSIDIARY TO THE
EXTENT REQUIRED BY GAAP.
EXCEPT (I) AS, INDIVIDUALLY OR IN THE AGGREGATE, WOULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (II) AS SET
FORTH ON SCHEDULE 3.17, THE CONSUMMATION OF THE TRANSACTIONS WILL NOT GIVE RISE
TO A RIGHT OF TERMINATION OR RIGHT OF RENEGOTIATION ON THE PART OF ANY UNION
UNDER ANY COLLECTIVE BARGAINING AGREEMENT TO WHICH HOLDINGS, THE BORROWER OR ANY
OF THE SUBSIDIARIES (OR ANY PREDECESSOR) IS A PARTY OR BY WHICH HOLDINGS, THE
BORROWER OR ANY OF THE SUBSIDIARIES (OR ANY PREDECESSOR) IS BOUND.
SECTION 3.18. FEDERAL RESERVE REGULATIONS.
(A)
ON THE CLOSING DATE, NONE OF
THE COLLATERAL IS MARGIN STOCK.
(B) NONE OF HOLDINGS, THE BORROWER AND THE SUBSIDIARIES IS ENGAGED PRINCIPALLY,
OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR
THE PURPOSE OF BUYING OR CARRYING MARGIN STOCK.
(C) NO PART OF THE PROCEEDS OF ANY LOAN OR ANY LETTER OF CREDIT WILL BE USED,
WHETHER DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR
ULTIMATELY, (I) TO PURCHASE OR CARRY MARGIN STOCK (OTHER THAN PURSUANT TO, OR IN
CONNECTION WITH, THE MERGER) OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF
PURCHASING OR CARRYING MARGIN STOCK OR TO REFUND INDEBTEDNESS ORIGINALLY
INCURRED FOR SUCH PURPOSE, OR (II) FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF,
OR THAT IS INCONSISTENT