OF ALL UNDERFUNDED PLANS (BASED ON THE ASSUMPTIONS USED FOR
PURPOSES OF STATEMENT OF FINANCIAL STANDARDS NO. 87) DID NOT, AS OF THE DATE OF
THE MOST RECENT FINANCIAL STATEMENTS REFLECTING SUCH AMOUNTS, EXCEED THE FAIR
MARKET VALUE OF THE ASSETS OF ALL SUCH UNDERFUNDED PLANS.
SECTION 4.11.
OWNERSHIP OF PROPERTY.
(A)
EACH MEMBER OF THE CONSOLIDATED GROUP HAS GOOD TITLE TO, OR VALID
LEASEHOLD INTERESTS IN, ALL OF ITS REAL AND PERSONAL PROPERTY MATERIAL TO THE
OPERATION OF ITS BUSINESS, INCLUDING ALL SUCH PROPERTIES REFLECTED IN THE MOST
RECENT AUDITED CONSOLIDATED BALANCE SHEET OF THE CONSOLIDATED GROUP REFERRED TO
IN SECTION 4.4 OR PURPORTED TO HAVE BEEN ACQUIRED BY ANY MEMBER OF THE
CONSOLIDATED GROUP AFTER SAID DATE (EXCEPT AS SOLD OR OTHERWISE DISPOSED OF IN
THE ORDINARY COURSE OF BUSINESS), IN EACH CASE FREE AND CLEAR OF LIENS
PROHIBITED BY THIS AGREEMENT.
ALL LEASES THAT INDIVIDUALLY OR IN THE AGGREGATE
ARE MATERIAL TO THE BUSINESS OR OPERATIONS OF ANY MEMBER OF THE CONSOLIDATED
GROUP ARE VALID AND SUBSISTING AND ARE IN FULL FORCE.
(B)
EACH MEMBER OF THE CONSOLIDATED GROUP OWNS, OR IS LICENSED, OR
OTHERWISE HAS THE RIGHT, TO USE, ALL PATENTS, TRADEMARKS, SERVICE MARKS, TRADE
NAMES, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY MATERIAL TO ITS BUSINESS, FREE
FROM BURDENSOME RESTRICTIONS OR INFRINGEMENTS, AND THE USE THEREOF BY ANY MEMBER
OF THE CONSOLIDATED GROUP DOES NOT INFRINGE IN ANY MATERIAL RESPECT ON THE
RIGHTS OF ANY OTHER PERSON.
(C)
THE PROPERTIES OF EACH MEMBER OF THE CONSOLIDATED GROUP ARE
INSURED WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES WHICH ARE NOT
AFFILIATES OF ANY MEMBER OF THE CONSOLIDATED GROUP, IN SUCH AMOUNTS WITH SUCH
DEDUCTIBLES AND COVERING SUCH RISKS AS ARE CUSTOMARILY CARRIED BY COMPANIES
ENGAGED IN SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTIES IN LOCALITIES WHERE
ANY MEMBER OF THE CONSOLIDATED GROUP OPERATES.
SECTION 4.12.
DISCLOSURE.
EACH MEMBER OF THE CONSOLIDATED GROUP HAS
DISCLOSED TO THE LENDERS ALL AGREEMENTS, INSTRUMENTS, AND CORPORATE OR OTHER
RESTRICTIONS TO WHICH EACH MEMBER OF THE CONSOLIDATED GROUP IS SUBJECT, AND ALL
OTHER MATTERS KNOWN TO ANY OF THEM, THAT, INDIVIDUALLY OR IN THE AGGREGATE,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER
THE EXECUTIVE SUMMARY NOR ANY OF THE REPORTS (INCLUDING WITHOUT LIMITATION ALL
REPORTS THAT ANY MEMBER OF THE CONSOLIDATED GROUP IS REQUIRED TO FILE, IF ANY,
WITH THE SECURITIES AND EXCHANGE COMMISSION), FINANCIAL STATEMENTS, CERTIFICATES
OR OTHER INFORMATION FURNISHED BY OR ON BEHALF OF THE BORROWER TO THE
ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE NEGOTIATION OR
SYNDICATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR DELIVERED HEREUNDER
OR THEREUNDER (AS MODIFIED OR SUPPLEMENTED BY ANY OTHER INFORMATION SO
FURNISHED) CONTAINS ANY MATERIAL
52
MISSTATEMENT OF FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, TAKEN AS A WHOLE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING.
SECTION 4.13.
LABOR RELATIONS.
THERE ARE NO STRIKES, LOCKOUTS OR OTHER
MATERIAL LABOR DISPUTES OR GRIEVANCES AGAINST