BORROWER OR AFFIXED TO OR USED IN
CONNECTION WITH THE INVENTORY OR ANY OF THE OTHER COLLATERAL (EXCLUDING LICENSES
FOR STANDARD "OFF-THE-SHELF" COMMERCIAL SOFTWARE THAT IS GENERALLY AVAILABLE
HAVING A REPLACEMENT VALUE OF LESS THAN $25,000) AS IN EFFECT ON THE DATE HEREOF
AND THE DATES OF THE EXPIRATION OF SUCH AGREEMENTS OF SUCH BORROWER AS IN EFFECT
ON THE DATE HEREOF (COLLECTIVELY, TOGETHER WITH SUCH AGREEMENTS OR OTHER
ARRANGEMENTS AS MAY BE ENTERED INTO BY ANY BORROWER AFTER THE DATE HEREOF,
COLLECTIVELY, THE "LICENSE AGREEMENTS" AND INDIVIDUALLY, A "LICENSE
AGREEMENT").
ALL TRADEMARKS AND OTHER INTELLECTUAL PROPERTY USED BY ANY
BORROWER THAT ARE OWNED BY ANOTHER PERSON ARE BEING USED ALL MATERIAL RESPECTS
IN ACCORDANCE WITH THE TERMS OF THE LICENSE AGREEMENT APPLICABLE THERETO.
8.12
SUBSIDIARIES; AFFILIATES; CAPITALIZATION.
(A)
AS OF THE DATE HEREOF, NO BORROWER HAS ANY DIRECT OR
INDIRECT SUBSIDIARIES OR IS ENGAGED IN ANY JOINT VENTURE OR PARTNERSHIP, EXCEPT
AS SET FORTH IN SCHEDULE 8.12 TO THE INFORMATION CERTIFICATE.
(B)
AS OF THE DATE HEREOF, EACH BORROWER IS THE RECORD AND
BENEFICIAL OWNER OF ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE 8.12 TO THE INFORMATION CERTIFICATE
AS BEING OWNED BY SUCH BORROWER AND THERE ARE NO PROXIES, IRREVOCABLE OR
OTHERWISE, WITH RESPECT TO SUCH SHARES AND NO EQUITY SECURITIES OF ANY OF THE
SUBSIDIARIES ARE OR MAY BECOME REQUIRED TO BE ISSUED BY REASON OF ANY OPTIONS,
WARRANTS, RIGHTS TO SUBSCRIBE TO, CALLS OR COMMITMENTS OF ANY KIND OR NATURE AND
THERE ARE NO CONTRACTS, COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH ANY
SUBSIDIARY IS OR MAY BECOME BOUND TO ISSUE ADDITIONAL SHARES OF IT CAPITAL STOCK
OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR SUCH SHARES.
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(C)
EACH OF THE DIRECT OR INDIRECT SUBSIDIARIES OF BORROWERS
LISTED ON SCHEDULE 8.12 HERETO IS INACTIVE OR DISSOLVED AND (I) DOES NOT AND
WILL NOT ENGAGE IN ANY COMMERCIAL OR BUSINESS ACTIVITY AND (II) DOES NOT OWN
ASSETS HAVING A BOOK VALUE OF MORE THAN THE US DOLLAR EQUIVALENT OF US$10,000,
AND (III) IS NOT DIRECTLY OR INDIRECTLY, CONTINGENTLY OR OTHERWISE, LIABLE IN
RESPECT OF ANY INDEBTEDNESS OR OTHER OBLIGATIONS, OTHER THAN (A) OBLIGATIONS FOR
FRANCHISE TAXES AND OTHER CUSTOMARY OBLIGATIONS IN THE ORDINARY COURSE DIRECTLY
RELATED TO THE MAINTENANCE OF ITS EXISTENCE AND CONTINUED GOOD STANDING AS A
LEGAL ENTITY AND (B) INDEBTEDNESS AND OTHER OBLIGATIONS OWED TO BORROWERS.
8.13
LABOR DISPUTES.
(A)
SET FORTH ON SCHEDULE 8.13 TO THE INFORMATION CERTIFICATE
IS A LIST (INCLUDING DATES OF TERMINATION) OF ALL COLLECTIVE BARGAINING OR
SIMILAR AGREEMENTS BETWEEN OR APPLICABLE TO EACH BORROWER AND ANY UNION, LABOR
ORGANIZATION OR OTHER BARGAINING AGENT IN RESPECT OF THE EMPLOYEES ANY OF
BORROWER ON THE DATE HEREOF.
(B)
THERE IS (I) NO SIGNIFICANT UNFAIR LABOR PRACTICE
COMPLAINT PENDING AGAINST ANY BORROWER OR, TO THE BEST OF BORROWER'S KNOWLEDGE,
THREATENED AGAINST IT, BEFORE THE NATIONAL LABOR RELATIONS BOARD (OR SIMILAR
GOVERNMENTAL AUTHORITY), AND NO SIGNIFICANT GRIEVANCE OR SIGNIFICANT ARBITRATION
PROCEEDING ARISING OUT