PARTY HAS WITHDRAWN FROM PARTICIPATION
IN, OR HAS PERMITTED PARTIAL OR COMPLETE TERMINATION OF, OR PERMITTED THE
OCCURRENCE OF ANY OTHER EVENT WITH RESPECT TO, ANY SUCH PLAN WHICH COULD
REASONABLY BE EXPECTED TO RESULT IN ANY LIABILITY OF A LOAN PARTY, INCLUDING ANY
LIABILITY TO THE PENSION BENEFIT GUARANTY CORPORATION OR ITS SUCCESSORS OR ANY
OTHER GOVERNMENTAL AUTHORITY.
5.12.
FULL DISCLOSURE.
LOAN PARTIES HEREBY CONFIRM THAT ALL OF THE
INFORMATION DISCLOSED ON THE PERFECTION CERTIFICATE IS TRUE, CORRECT AND
COMPLETE AS OF THE DATE OF THIS AGREEMENT AND AS OF THE DATE OF EACH TERM LOAN
(AS UPDATED FROM TIME TO TIME TO REFLECT CHANGES THERETO (A) AS A RESULT OF
MATTERS EXPRESSLY PERMITTED UNDER THIS AGREEMENT OR (B) CONSENTED TO BY THE
LENDERS PURSUANT TO SECTION 10.8).
NO REPRESENTATION, WARRANTY OR OTHER WRITTEN
STATEMENT MADE BY OR ON BEHALF OF A LOAN PARTY PURSUANT TO THE TERMS OF THIS
AGREEMENT CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING,
IT BEING RECOGNIZED BY AGENT AND LENDERS THAT THE PROJECTIONS AND FORECASTS
PROVIDED BY LOAN PARTIES IN GOOD FAITH AND BASED UPON REASONABLE AND STATED
ASSUMPTIONS ARE NOT TO BE VIEWED AS FACTS AND THAT ACTUAL RESULTS DURING THE
PERIOD OR PERIODS COVERED BY ANY SUCH PROJECTIONS AND FORECASTS MAY DIFFER FROM
THE PROJECTED OR FORECASTED RESULTS.
6.
AFFIRMATIVE COVENANTS.
6.1.
GOOD STANDING.
EACH LOAN PARTY SHALL MAINTAIN ITS AND EACH OF ITS
SUBSIDIARIES' EXISTENCE AND GOOD STANDING IN ITS JURISDICTION OF ORGANIZATION
AND MAINTAIN QUALIFICATION IN EACH JURISDICTION IN WHICH THE FAILURE TO SO
QUALIFY COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EACH
LOAN PARTY SHALL MAINTAIN, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN,
IN FULL FORCE ALL LICENSES, APPROVALS AND AGREEMENTS, THE LOSS OF WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
"SUBSIDIARY" MEANS,
WITH RESPECT TO A LOAN PARTY, ANY ENTITY THE MANAGEMENT OF WHICH IS, DIRECTLY OR
INDIRECTLY CONTROLLED BY, OR OF WHICH AN AGGREGATE OF MORE THAN 50% OF THE
OUTSTANDING VOTING CAPITAL STOCK (OR OTHER VOTING EQUITY INTEREST) IS, AT THE
TIME, OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY BY, SUCH
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LOAN PARTY OR ONE OR MORE SUBSIDIARIES OF SUCH LOAN PARTY, AND, UNLESS THE
CONTEST OTHERWISE REQUIRES EACH REFERENCE TO A SUBSIDIARY HEREIN SHALL BE A
REFERENCE TO A SUBSIDIARY OF BORROWER.
6.2.
NOTICE TO AGENT.
LOAN PARTIES SHALL PROVIDE AGENT WITH (A) NOTICE OF
ANY CHANGE IN THE ACCURACY OF THE PERFECTION CERTIFICATE OR ANY OF THE
REPRESENTATIONS AND WARRANTIES PROVIDED IN SECTION 5 ABOVE, IMMEDIATELY UPON THE
OCCURRENCE OF ANY SUCH CHANGE, (B) NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR
EVENT OF DEFAULT, PROMPTLY (BUT IN ANY EVENT WITHIN 5 DAYS) AFTER THE DATE ON
WHICH ANY OFFICER OF A LOAN PARTY OBTAINS KNOWLEDGE OF THE OCCURRENCE OF ANY
SUCH EVENT, (C) COPIES OF ALL STATEMENTS, REPORTS AND NOTICES MADE AVAILABLE
GENERALLY BY BORROWER TO