any ERISA Affiliate has incurred or is
reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan
that in the aggregate would reasonably be expected to result in a Material
Adverse Effect.
(iii)
Neither any Loan Party nor any ERISA Affiliate has been notified
by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or has been terminated, within the meaning of Title IV of ERISA,
and no such Multiemployer Plan is reasonably expected to be in reorganization or
to be terminated, within the meaning of Title IV of ERISA.
(M)
EXCEPT AS SET FORTH ON SCHEDULE 4.01(M) OR AS WOULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, THE OPERATIONS AND
PROPERTIES OF THE BORROWER AND EACH OF ITS SUBSIDIARIES COMPLY IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS, ALL
PAST NON-COMPLIANCE WITH SUCH ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS HAS
BEEN RESOLVED WITHOUT ONGOING OBLIGATIONS OR COSTS, AND NO CIRCUMSTANCES EXIST
THAT COULD BE REASONABLY LIKELY TO (I) FORM THE BASIS OF AN ENVIRONMENTAL ACTION
AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR PROPERTIES
(WHETHER OWNED, LEASED OR OPERATED OR FORMERLY OWNED LEASED OR OPERATED) OR
(II) CAUSE ANY SUCH PROPERTY TO BE SUBJECT TO ANY RESTRICTIONS ON OWNERSHIP,
OCCUPANCY, USE OR TRANSFERABILITY UNDER ANY ENVIRONMENTAL LAW.
(N)
EXCEPT TO THE EXTENT FAILURE TO DO SO IS PERMITTED BY CHAPTER 11
OF THE BANKRUPTCY CODE OR PURSUANT TO THE DIP REFINANCING ORDERS, EACH LOAN
PARTY AND EACH OF ITS SUBSIDIARIES AND AFFILIATES HAS FILED, HAS CAUSED TO BE
FILED OR HAS BEEN INCLUDED IN ALL MATERIAL TAX RETURNS (FEDERAL, STATE, LOCAL
AND FOREIGN) REQUIRED TO BE FILED AND HAS PAID ALL TAXES SHOWN THEREON TO BE
DUE, TOGETHER WITH APPLICABLE INTEREST AND PENALTIES.
(O)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO RESULT IN,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, NEITHER THE
BUSINESS NOR THE PROPERTIES OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES ARE
AFFECTED BY ANY UNFAIR LABOR PRACTICES COMPLAINT, UNION REPRESENTATION
CAMPAIGNS, STRIKE, LOCKOUT OR OTHER LABOR DISPUTE.
(P)
OTHER THAN AS A RESULT OF THE FILING OF THE CASES, EACH LOAN PARTY
AND EACH OF ITS SUBSIDIARIES IS IN COMPLIANCE WITH ALL CONTRACTS AND AGREEMENTS
TO WHICH IT IS A PARTY, EXCEPT SUCH NON-COMPLIANCES AS HAVE NOT HAD, AND WOULD
NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
(Q)
UPON THE ENTRY OF THE DIP REFINANCING ORDERS AND THE COLLATERAL
DOCUMENTS CREATE A VALID AND PERFECTED SECURITY INTEREST IN THE COLLATERAL
HAVING THE PRIORITY SET FORTH THEREIN SECURING THE PAYMENT OF THE SECURED
OBLIGATIONS, AND ALL FILINGS AND OTHER ACTIONS NECESSARY OR DESIRABLE, AS
DETERMINED IN THE REASONABLE DISCRETION OF THE ADMINISTRATIVE AGENT, TO PERFECT
AND PROTECT SUCH SECURITY INTEREST HAVE BEEN DULY TAKEN, IN EACH CASE IF AND TO
THE EXTENT PERFECTION MAY BE ACHIEVED BY THE ENTRY OF THE DIP REFINANCING
ORDERS.
THE LOAN PARTIES