OR CAUSED TO BE FILED ALL FEDERAL, STATE (OTHER THAN
IMMATERIAL SALES TAX RETURNS) AND OTHER MATERIAL TAX RETURNS THAT ARE REQUIRED
TO BE FILED AND HAS PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS
OR ON ANY ASSESSMENTS MADE
35
AGAINST IT OR ANY OF ITS PROPERTY AND ALL OTHER MATERIAL TAXES, FEES OR OTHER
CHARGES IMPOSED ON IT OR ANY OF ITS PROPERTY BY ANY GOVERNMENTAL AUTHORITY
(OTHER THAN ANY THE AMOUNT OR VALIDITY OF WHICH ARE CURRENTLY BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH RESERVES IN
CONFORMITY WITH GAAP HAVE BEEN PROVIDED ON THE BOOKS OF THE BORROWER OR A
SUBSIDIARY, AS THE CASE MAY BE); NO TAX LIEN HAS BEEN FILED, AND, TO THE
KNOWLEDGE OF THE BORROWER, NO CLAIM IS BEING ASSERTED, WITH RESPECT TO ANY SUCH
TAX, FEE OR OTHER CHARGE, EXCEPT FOR LIENS SECURING IMMATERIAL AMOUNTS AFFECTING
ASSETS OTHER THAN ANY COLLATERAL.
5.11
FEDERAL REGULATIONS.
NEITHER THE BORROWER NOR
ANY OF ITS SUBSIDIARIES IS ENGAGED, DIRECTLY OR INDIRECTLY, PRINCIPALLY, OR AS
ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING, OR ARRANGING FOR
THE EXTENSION OF, CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING "MARGIN
STOCK" WITHIN THE MEANING OF REGULATION U OR X.
NO PART OF THE PROCEEDS OF ANY
CREDIT EXTENSION WILL BE USED IN ANY WAY THAT WOULD VIOLATE THE PROVISIONS OF
REGULATION T, U OR X 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 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.
FOLLOWING THE APPLICATION OF THE
PROCEEDS OF ANY CREDIT EXTENSION, LESS THAN 25% OF THE VALUE (AS DETERMINED BY
ANY REASONABLE METHOD) OF THE ASSETS OF THE BORROWER AND ITS SUBSIDIARIES TAKEN
AS A WHOLE HAVE BEEN, AND WILL CONTINUE TO BE, REPRESENTED BY "MARGIN STOCK".
5.12
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 BORROWER OR ANY OF ITS
SUBSIDIARIES PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED WHICH
COULD REASONABLY BE EXPECTED TO HAVE AN MATERIAL ADVERSE EFFECT; (B) THE HOURS
WORKED BY AND PAYMENT MADE TO EMPLOYEES OF THE BORROWER AND ITS SUBSIDIARIES
HAVE NOT BEEN IN MATERIAL VIOLATION OF THE FAIR LABOR STANDARDS ACT OR ANY OTHER
APPLICABLE REQUIREMENT OF LAW DEALING WITH SUCH MATTERS; AND (C) ALL MATERIAL
PAYMENTS DUE FROM THE 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 BORROWER OR THE RELEVANT SUBSIDIARY.
5.13
ERISA.
NEITHER A REPORTABLE EVENT NOR AN
"ACCUMULATED FUNDING