THE FACILITY INITIATION DATE, EACH MEMBER OF THE OBLIGOR GROUP WHO OWNS
SHARES IN AN OBLIGOR THAT IS A PARTICIPANT IN A PRODUCING UNINCORPORATED JOINT
VENTURE IS PERMITTED UNDER THE TERMS OF THAT PRODUCING UNINCORPORATED JOINT
VENTURE TO CREATE A SECURITY IN THAT SHAREHOLDING IN FAVOUR OF THE SECURITY
TRUSTEE.
21.36
GROUP STRUCTURE DIAGRAM
(A)
THE GROUP STRUCTURE DIAGRAM DELIVERED TO THE AGENT AS A CONDITION
PRECEDENT UNDER PART I OF SCHEDULE 2 (CONDITIONS PRECEDENT), COMPLETE AND
ACCURATE IN ALL MATERIAL RESPECTS ON THE FIRST UTILISATION DATE.
(B)
THE MOST RECENT GROUP STRUCTURE DIAGRAM DELIVERED TO THE AGENT UNDER
CLAUSE 22.4(I) (INFORMATION: MISCELLANEOUS) IS TRUE, COMPLETE AND ACCURATE IN
ALL MATERIAL RESPECTS.
(C)
ALL NECESSARY INTRA-GROUP LOANS, TRANSFERS, SHARE EXCHANGES AND OTHER
STEPS RESULTING IN THE FINAL GROUP STRUCTURE ARE SET OUT IN THE GROUP STRUCTURE
DIAGRAM AND HAVE BEEN OR WILL BE TAKEN IN COMPLIANCE WITH ALL RELEVANT LAWS AND
REGULATIONS AND ALL REQUIREMENTS OF RELEVANT REGULATORY AUTHORITIES.
21.37
INTELLECTUAL PROPERTY
EACH OBLIGOR AND EACH SUBSIDIARY OF EACH OBLIGOR OWNS OR POSSESSES ALL THE
PATENTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS, LICENSES,
REGISTRATIONS, FRANCHISES, PERMITS AND RIGHTS, WITHOUT CONFLICT WITH THE RIGHTS
OF OTHERS, NECESSARY FOR THE OBLIGORS TO OWN AND OPERATE THEIR PROPERTIES AND TO
CARRY ON THEIR BUSINESSES AS PRESENTLY CONDUCTED AND PLANNED TO BE CONDUCTED BY
SUCH OBLIGORS AND SUBSIDIARIES, EXCEPT WHERE THE FAILURE TO SO OWN OR POSSESS
WITH OR WITHOUT SUCH CONFLICT WOULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
21.38
EMPLOYMENT MATTERS
(A)
EACH OF THE OBLIGORS AND EACH OF THEIR SUBSIDIARIES IS, AND HAS BEEN, IN
COMPLIANCE WITH THE LABOR CONTRACTS AND ALL APPLICABLE FEDERAL, STATE AND LOCAL
LABOR AND EMPLOYMENT LAWS INCLUDING THOSE RELATED TO EQUAL EMPLOYMENT
OPPORTUNITY AND AFFIRMATIVE ACTION, LABOR RELATIONS, MINIMUM WAGE, OVERTIME,
CHILD LABOR, MEDICAL INSURANCE CONTINUATION, WORKER ADJUSTMENT AND RELOCATION
NOTICES, IMMIGRATION CONTROLS AND WORKER AND UNEMPLOYMENT COMPENSATION, EXCEPT
WHERE THE FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT. THERE ARE NO OUTSTANDING GRIEVANCES, ARBITRATION AWARDS
OR APPEALS THEREFROM ARISING OUT OF THE LABOR CONTRACTS (AS DEFINED IN THE TERM
LOAN FACILITY AGREEMENT) OR CURRENT OR THREATENED STRIKES, PICKETING,
HANDBILLING OR OTHER WORK STOPPAGES OR SLOWDOWNS AT
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FACILITIES OF ANY OF THE OBLIGORS OR ANY OF THEIR SUBSIDIARIES WHICH IN ANY CASE
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT: (I) EACH OF THE OBLIGORS, EACH OF THEIR SUBSIDIARIES AND EACH OF
THE "RELATED PERSONS" (AS DEFINED IN THE COAL ACT) OF EACH OBLIGOR AND EACH
SUBSIDIARY OF EACH OBLIGOR ARE IN COMPLIANCE WITH THE COAL ACT, TO THE EXTENT
THAT THE COAL ACT APPLIES TO IT; AND (II) NONE OF THE OBLIGORS, ANY SUBSIDIARY
OF ANY OBLIGOR NOR ANY RELATED PERSON OF ANY OBLIGOR OR ITS SUBSIDIARIES HAS ANY
LIABILITY UNDER THE COAL ACT EXCEPT WITH RESPECT TO PREMIUMS OR OTHER PAYMENTS
REQUIRED THEREUNDER WHICH