DISCLOSED IN WRITING TO ADMINISTRATIVE AGENT PRIOR TO THE
DATE HEREOF.
(III)
THE CREDIT PARTIES ON A CONSOLIDATED BASIS
ARE SOLVENT AND WILL CONTINUE TO BE SOLVENT AFTER THE CREATION OF THE
OBLIGATIONS, THE SECURITY INTERESTS OF ADMINISTRATIVE AGENT AND THE OTHER
TRANSACTION CONTEMPLATED HEREUNDER.
(N)
MATERIAL MISSTATEMENTS AND OMISSIONS.
THERE
ARE NO FACTS PERTAINING TO ANY CREDIT PARTY, THEIR ASSETS OR PROPERTIES OR THEIR
BUSINESSES WHICH, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT AND WHICH HAVE NOT BEEN DISCLOSED IN THIS
AGREEMENT.
NONE OF THE REPRESENTATIONS OR WARRANTIES OF ANY CREDIT PARTY
CONTAINED IN THE LOAN DOCUMENTS IS UNTRUE OR INCORRECT IN ANY MATERIAL RESPECT
WHEN MADE AND ON THE CLOSING DATE.
THERE IS NO INFORMATION, AS OF THE CLOSING
DATE, WHICH WOULD CONTRADICT OR IS INCONSISTENT IN ANY MATERIAL RESPECT WITH ANY
REPRESENTATION OR WARRANTY OF ANY CREDIT PARTY CONTAINED IN THE LOAN DOCUMENTS.
(O)
LABOR PRACTICES.
NO CREDIT PARTY IS ENGAGED
IN ANY UNFAIR LABOR PRACTICE THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
THERE IS NO (I) UNFAIR LABOR PRACTICE COMPLAINT
PENDING AGAINST ANY CREDIT PARTY OR THREATENED AGAINST ANY CREDIT PARTY BEFORE
THE NATIONAL LABOR RELATIONS BOARD AND NO GRIEVANCE OR ARBITRATION PROCEEDING
ARISING OUT OF OR UNDER ANY COLLECTIVE BARGAINING AGREEMENT THAT IS SO PENDING
AGAINST ANY CREDIT PARTY OR THREATENED AGAINST ANY CREDIT PARTY, (II) STRIKE OR
WORK STOPPAGE IN EXISTENCE OR THREATENED INVOLVING ANY CREDIT PARTY, AND
(III) UNION REPRESENTATION QUESTION EXISTING WITH RESPECT TO THE EMPLOYEES OF
ANY CREDIT PARTY, AS THE CASE MAY BE, AND NO UNION ORGANIZATION ACTIVITY THAT IS
TAKING PLACE, EXCEPT (WITH RESPECT TO ANY MATTER SPECIFIED IN CLAUSE (I),
(II) OR (III) ABOVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE) SUCH AS IS NOT
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(P)
EMPLOYEE BENEFITS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.1(P), NEITHER THE BORROWER, ANY SUBSIDIARY OF THE BORROWER OR ANY OF
THEIR RESPECTIVE ERISA AFFILIATES SPONSORS, MAINTAINS OR CONTRIBUTES TO ANY
PENSION PLAN OR A MULTIEMPLOYER PLAN.
EACH CREDIT PARTY IS IN SUBSTANTIAL
COMPLIANCE WITH ALL APPLICABLE PROVISIONS AND REQUIREMENTS OF ERISA AND THE
INTERNAL REVENUE CODE AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS
THEREUNDER WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN, AND HAVE PERFORMED ALL OF
THEIR OBLIGATIONS UNDER EACH EMPLOYEE BENEFIT PLAN, EXCEPT WHERE SUCH
NONCOMPLIANCE AND/OR FAILURE TO PERFORM SUCH OBLIGATIONS COULD NOT, INDIVIDUALLY
OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EACH EMPLOYEE BENEFIT PLAN WHICH IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF
THE INTERNAL REVENUE CODE IS SO QUALIFIED.
EXCEPT AS SET FORTH ON SCHEDULE
4.1(P) OR TO THE EXTENT REQUIRED UNDER
46
SECTION 4980B OF THE INTERNAL REVENUE CODE OR SIMILAR STATE LAWS, NO EMPLOYEE
BENEFIT PLAN PROVIDES HEALTH OR WELFARE BENEFITS (THROUGH THE PURCHASE OF
INSURANCE OR OTHERWISE) FOR ANY RETIRED OR FORMER EMPLOYEE OF ANY CREDIT PARTY.
(Q)
ENVIRONMENTAL MATTERS.
(I)
NO CREDIT PARTY HAS ANY ENVIRONMENTAL
LIABILITIES AT ANY