PROPERTIES OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES ARE
AFFECTED BY ANY UNFAIR LABOR PRACTICES COMPLAINT, UNION REPRESENTATION
CAMPAIGNS, STRIKE, LOCKOUT OR OTHER LABOR DISPUTE.
(P)
OTHER THAN AS A RESULT OF THE FILING OF THE CASES, EACH LOAN PARTY
AND EACH OF ITS SUBSIDIARIES IS IN COMPLIANCE WITH ALL CONTRACTS AND AGREEMENTS
TO WHICH IT IS A PARTY, EXCEPT SUCH NON-COMPLIANCES AS HAVE NOT HAD, AND COULD
NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
(Q)
UPON THE ENTRY OF THE DIP FINANCING ORDERS, THE DIP FINANCING
ORDERS AND THE COLLATERAL DOCUMENTS CREATE A VALID AND PERFECTED SECURITY
INTEREST IN THE COLLATERAL HAVING THE PRIORITY SET FORTH THEREIN SECURING THE
PAYMENT OF THE SECURED OBLIGATIONS, AND ALL FILINGS AND OTHER ACTIONS NECESSARY
OR DESIRABLE, AS DETERMINED IN THE REASONABLE DISCRETION OF THE INITIAL LENDERS,
TO PERFECT AND PROTECT SUCH SECURITY INTEREST HAVE BEEN DULY TAKEN, IN EACH CASE
IF AND TO THE EXTENT PERFECTION MAY BE ACHIEVED BY THE ENTRY OF THE DIP
FINANCING ORDERS.
THE LOAN PARTIES ARE THE LEGAL AND BENEFICIAL OWNERS OF THE
COLLATERAL FREE AND CLEAR OF ANY LIEN, EXCEPT FOR (I) THE LIENS AND SECURITY
INTERESTS CREATED OR PERMITTED UNDER THE LOAN DOCUMENTS AND (II) DEFECTS IN
LEGAL TITLE TO INTELLECTUAL PROPERTY THAT DO NOT MATERIALLY ADVERSELY AFFECT THE
USE OF SUCH PROPERTY FOR ITS PRESENT PURPOSES.
(R)
NEITHER ANY LOAN PARTY NOR ANY OF ITS SUBSIDIARIES IS AN
"INVESTMENT COMPANY", OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR "PRINCIPAL
UNDERWRITER" FOR, AN "INVESTMENT COMPANY", AS SUCH TERMS ARE DEFINED IN THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
NEITHER THE MAKING OF ANY ADVANCES,
NOR THE ISSUANCE OF ANY LETTERS OF CREDIT, NOR THE APPLICATION OF THE PROCEEDS
OR REPAYMENT THEREOF BY THE BORROWER, NOR THE CONSUMMATION OF THE OTHER
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, WILL VIOLATE ANY PROVISION OF
ANY SUCH ACT OR ANY RULE, REGULATION OR ORDER OF THE SECURITIES AND EXCHANGE
COMMISSION THEREUNDER.
(S)
AS OF THE DATE HEREOF, THE EQUITY INTERESTS OWNED BY THE BORROWER
OR ANY OF ITS SUBSIDIARIES LISTED ON SCHEDULE 4.01(A) AND THE INITIAL PLEDGED
DEBT SET FORTH ON SCHEDULE V HERETO ARE ALL EQUITY INTERESTS AND DEBT (OTHER
THAN ANY EXCEPTION CONTAINED IN THE DEFINITION OF "INITIAL PLEDGED DEBT") HELD
BY OR OWED TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES.
(T)
SET FORTH ON SCHEDULE 4.01(T) HERETO IS A COMPLETE AND ACCURATE
LIST OF ALL SURVIVING DEBT THAT IS DEBT FOR BORROWED MONEY (OTHER THAN SURVIVING
DEBT IN AN AGGREGATE AMOUNT NOT EXCEEDING $1,000,000), SHOWING AS OF THE DATE
HEREOF THE OBLIGOR AND THE PRINCIPAL AMOUNT OUTSTANDING THEREUNDER, THE MATURITY
DATE THEREOF AND THE AMORTIZATION SCHEDULE THEREFOR.
(U)
SET FORTH ON SCHEDULE 4.01(U) HERETO IS A COMPLETE AND ACCURATE
LIST OF ALL LIENS ON THE PROPERTY OR ASSETS OF ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES SECURING ANY DEBT FOR BORROWED MONEY (OTHER THAN DEBT IN AGGREGATE
AMOUNT NOT EXCEEDING $1,000,000),