Material Adverse Effect:
(I)
NEITHER HOLDINGS NOR ANY OF ITS SUBSIDIARIES NOR ANY OF THEIR
RESPECTIVE FACILITIES OR OPERATIONS ARE SUBJECT TO ANY OUTSTANDING WRITTEN
ORDER, CONSENT DECREE OR SETTLEMENT AGREEMENT WITH ANY PERSON RELATING TO
(A) ANY ENVIRONMENTAL LAW OR (B) ANY ENVIRONMENTAL CLAIM;
(II)
NEITHER HOLDINGS NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY
LETTER OR OTHER WRITTEN REQUEST FOR INFORMATION UNDER SECTION 104 OF THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980
(42 U.S.C. §9604) OR ANY COMPARABLE STATE LAW;
(III)
THERE ARE AND THERE HAVE BEEN NO CONDITIONS, OCCURRENCES, OR
RELEASES THAT COULD REASONABLY BE EXPECTED TO FORM THE BASIS OF AN ENVIRONMENTAL
CLAIM AGAINST HOLDINGS OR ANY OF ITS SUBSIDIARIES;
(IV)
COMMENCING AT LEAST TEN YEARS PRIOR TO THE CLOSING DATE, COMPANY
HAS MAINTAINED PROCEDURES FOR (A) TRACKING CHANGES IN APPLICABLE ENVIRONMENTAL
LAWS AND MODIFYING OPERATIONS TO COMPLY WITH NEW REQUIREMENTS THEREUNDER,
(B) PROVIDING HAZARD COMMUNICATION AND OTHER SAFETY TRAINING TO EMPLOYEES TO
COMPLY WITH APPLICABLE ENVIRONMENTAL LAWS AND UPDATING SUCH TRAINING AS
NECESSARY, AND (C) PERFORMING REGULAR INTERNAL COMPLIANCE AUDITS OF EACH
FACILITY AND ENSURING CORRECTION OF ANY INCIDENTS OF NON-COMPLIANCE DETECTED BY
MEANS OF SUCH AUDITS; AND
(V)
HOLDINGS AND ITS SUBSIDIARIES ARE IN COMPLIANCE WITH ALL
APPLICABLE ENVIRONMENTAL LAWS.
5.14
EMPLOYEE MATTERS.
There is no strike or work stoppage in existence or to the Knowledge of Company
threatened involving Holdings or any of its Subsidiaries that could reasonably
be expected to result in a Material Adverse Effect.
89
5.15
SOLVENCY.
Each Loan Party is and, upon the incurrence of any Obligations by such Loan
Party on any date on which this representation is made, will be, Solvent.
5.16
MATTERS RELATING TO COLLATERAL.
A.
GOVERNMENTAL AUTHORIZATIONS.
NO AUTHORIZATION, APPROVAL OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY UNITED STATES GOVERNMENT
AUTHORITY IS REQUIRED FOR EITHER (I) THE PLEDGE OR GRANT BY ANY LOAN PARTY OF
THE LIENS PURPORTED TO BE CREATED IN FAVOR OF ADMINISTRATIVE AGENT PURSUANT TO
ANY OF THE COLLATERAL DOCUMENTS OR (II) THE EXERCISE BY ADMINISTRATIVE AGENT OF
ANY RIGHTS OR REMEDIES IN RESPECT OF ANY COLLATERAL (WHETHER SPECIFICALLY
GRANTED OR CREATED PURSUANT TO ANY OF THE COLLATERAL DOCUMENTS OR CREATED OR
PROVIDED FOR BY APPLICABLE LAW), EXCEPT FOR FILINGS OR RECORDINGS CONTEMPLATED
BY THE COLLATERAL DOCUMENTS AND EXCEPT AS MAY BE REQUIRED, IN CONNECTION WITH
THE DISPOSITION OF ANY PLEDGED COLLATERAL, BY LAWS GENERALLY AFFECTING THE
OFFERING AND SALE OF SECURITIES.
B.
ABSENCE OF THIRD-PARTY FILINGS.
EXCEPT FOR FILINGS NAMING
ADMINISTRATIVE AGENT AS SECURED PARTY AND THE FILINGS SET FORTH ON SCHEDULE
5.16B ANNEXED HERETO AND OTHER LIENS PERMITTED HEREUNDER, AS OF THE CLOSING
DATE, (I) NO EFFECTIVE UCC FINANCING STATEMENT, FIXTURE FILING OR OTHER
INSTRUMENT SIMILAR IN EFFECT COVERING ALL OR ANY PART OF THE COLLATERAL IS ON
FILE IN ANY FILING OR RECORDING OFFICE AND (II) NO EFFECTIVE FILING COVERING ALL
OR ANY PART OF THE IP COLLATERAL IS ON FILE IN ANY IP FILING OFFICE.
C.
MARGIN REGULATIONS.
THE