(II) CHANGE IN CONTROL, IN EACH CASE SINCE THE
DATE OF THE BORROWERS' AND GUARANTORS' LAST FINANCIAL STATEMENTS MOST RECENTLY
DELIVERED TO THE ADMINISTRATIVE AGENT; AND THERE IS NOT CURRENTLY OUTSTANDING
ANY DEFAULT.
8.18
INSURANCE.
EACH OF THE BORROWERS, EACH OF THE GUARANTORS
AND EACH OF THE PLEDGED ENTITIES MAINTAINS IN FULL FORCE AND EFFECT SUCH
INSURANCE WITH FINANCIALLY SOUND AND REPUTABLE INSURERS WITH RESPECT TO SUCH
PERSON'S PROPERTIES AND BUSINESS, AGAINST SUCH CASUALTIES, LIABILITIES AND
CONTINGENCIES, AS ARE IN ACCORDANCE WITH THE GENERAL PRACTICES OF REASONABLY
PRUDENT BUSINESSES ENGAGED IN SIMILAR ACTIVITIES IN SIMILAR GEOGRAPHIC AREAS AND
IN AMOUNTS, CONTAINING SUCH TERMS, AND IN SUCH FORMS AS ARE REASONABLE AND
PRUDENT IN THE ORDINARY COURSE OF SUCH PERSONS' BUSINESS.
8.19
USE OF PROCEEDS.
THE BORROWERS WILL USE THE PROCEEDS OF
THE LOANS AND WILL REQUEST THE ISSUANCE OF LETTERS OF CREDIT ONLY FOR THE
PURPOSES AND USES SPECIFIED IN SECTION 3.
8.20
LABOR MATTERS.
EXCEPT AS COULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AS OF THE
DATE HEREOF, THERE ARE NO STRIKES, LOCKOUTS OR SLOW DOWNS AGAINST EITHER
BORROWER, ANY GUARANTOR OR PLEDGED ENTITY OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES PENDING OR, TO THE KNOWLEDGE OF THE BORROWERS AND GUARANTORS,
THREATENED.
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS CREDIT
AGREEMENT WILL NOT GIVE RISE TO ANY RIGHT OF TERMINATION OR RIGHT OF
RENEGOTIATION ON THE PART OF ANY UNION UNDER ANY COLLECTIVE BARGAINING AGREEMENT
TO WHICH EITHER BORROWER, ANY GUARANTOR OR PLEDGED ENTITY, OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES, IS BOUND.
THE HOURS WORKED BY AND PAYMENTS MADE TO
EMPLOYEES OF ANY SUCH PERSONS HAVE NOT BEEN IN
59
VIOLATION IN ANY MATERIAL RESPECT OF THE FEDERAL FAIR LABOR STANDARDS ACT OR ANY
OTHER APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN LAW DEALING WITH SUCH MATTERS
AND ALL PAYMENTS DUE FROM SUCH PERSONS, OR FOR WHICH ANY CLAIM MAY BE MADE
AGAINST ANY OF SUCH PERSONS, ON ACCOUNT OF WAGES AND EMPLOYEE HEALTH AND WELFARE
INSURANCE AND OTHER BENEFITS HAVE BEEN PAID OR ACCRUED AS A LIABILITY ON THE
BOOKS OF SUCH PERSONS.
8.21
EXCHANGE LISTING.
CHC CURRENTLY LISTS ALL OF ITS COMMON
SHARES, AND MAINTAINS TRADING PRIVILEGES WITH RESPECT TO SUCH CAPITAL STOCK, ON
THE NEW YORK STOCK EXCHANGE, AND SUCH LISTING IS VALID, CURRENT, AND IN FULL
FORCE AND EFFECT, IN COMPLIANCE WITH ALL SECURITIES LAW AND EXCHANGE RULES,
REGULATIONS AND REQUIREMENTS.
8.22
NO BROKER OR FINDER.
NEITHER BORROWER, NO GUARANTOR, AND
NO OTHER PERSON ACTING ON THEIR BEHALF, HAS DEALT WITH ANY BROKER, FINDER OR
OTHER PERSON WHO OR WHICH MAY BE ENTITLED TO A BROKER'S OR FINDER'S FEE, OR
OTHER COMPENSATION, PAYABLE BY THE CREDITOR PARTIES OR THE ADMINISTRATIVE AGENT
IN CONNECTION WITH THE LOANS, THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS,
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE PERFORMANCE OF
THE OBLIGATIONS.
8.23
INFORMATION TRUE, COMPLETE AND NOT MISLEADING.
ALL OF THE
FACTUAL INFORMATION PROVIDED BY OR ON BEHALF OF THE