UPON SUCH RIGHT, TITLE AND INTEREST OF THE APPLICABLE CREDIT PARTY IN AND TO
SUCH COLLATERAL, TO THE EXTENT THAT SUCH SECURITY INTEREST AND LIEN CAN BE
PERFECTED BY SUCH FILINGS, ACTIONS AND POSSESSION, SUBJECT ONLY TO PERMITTED
LIENS.
(B)
THE PROVISIONS OF EACH MORTGAGE (WHETHER
EXECUTED AND DELIVERED PRIOR TO OR ON THE CLOSING DATE OR THEREAFTER) ARE AND
WILL BE EFFECTIVE TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR ITS
BENEFIT AND THE BENEFIT OF THE LENDERS, A VALID AND ENFORCEABLE SECURITY
INTEREST IN AND LIEN UPON ALL RIGHT, TITLE AND INTEREST OF EACH CREDIT PARTY
THAT IS A PARTY THERETO IN AND TO THE MORTGAGED PREMISES DESCRIBED THEREIN, AND
UPON (I) THE INITIAL EXTENSION OF CREDIT HEREUNDER AND
70
(ii) the filing of such Mortgage in the applicable real property recording
office, such security interest and Lien shall constitute a fully perfected and
first priority security interest in and Lien upon such right, title and interest
of such Credit Party in and to such mortgaged premises, in each case prior and
superior to the rights of any other Person and subject only to Permitted Liens.
5.22
Labor Relations.
No Credit Party is engaged in
any unfair labor practice within the meaning of the National Labor Relations Act
of 1947, as amended.
As of the Closing Date, there is (i) no unfair labor
practice complaint before the National Labor Relations Board, or grievance or
arbitration proceeding arising out of or under any collective bargaining
agreement, pending or, to the knowledge of the Borrower, threatened, against any
Credit Party, (ii) no strike, lock-out, slowdown, stoppage, walkout or other
labor dispute pending or, to the knowledge of the Borrower, threatened, against
any Credit Party, and (iii) to the knowledge of the Borrower, no petition for
certification or union election or union organizing activities taking place with
respect to any Credit Party.
As of the Closing Date, there are no collective
bargaining agreements or Multiemployer Plans covering the employees of the
Credit Parties.
5.23
BGS ACQUISITION.
(A)
THE BORROWER HAS HERETOFORE FURNISHED TO
THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPIES OF THE BGS ASSET PURCHASE
AGREEMENT, TOGETHER WITH ALL SCHEDULES AND EXHIBITS THERETO AND ALL AGREEMENTS
REQUIRED TO BE EXECUTED AND DELIVERED PURSUANT THERETO, AND IN EACH CASE ALL
AMENDMENTS, MODIFICATIONS AND WAIVERS RELATING THERETO.
AS OF THE CLOSING DATE
AND IMMEDIATELY PRIOR TO GIVING EFFECT TO THE CONSUMMATION OF THE BGS
ACQUISITION, (I) NONE OF SUCH AGREEMENTS HAS BEEN AMENDED, MODIFIED OR
SUPPLEMENTED, NOR ANY CONDITION OR PROVISION THEREOF WAIVED, IN ANY MATERIAL
RESPECT OTHER THAN AS APPROVED BY THE ADMINISTRATIVE AGENT, AND EACH SUCH
AGREEMENT IS IN FULL FORCE AND EFFECT AND NO CREDIT PARTY (OR, TO THE KNOWLEDGE
OF THE BORROWER, ANY OTHER PARTY THERETO) IS IN DEFAULT THEREUNDER OR IN BREACH
THEREOF, AND (II) ALL REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND, TO THE
KNOWLEDGE OF THE BORROWER, ALL REPRESENTATIONS AND WARRANTIES OF ORTHOLOGIC
CONTAINED IN THE BGS ASSET PURCHASE AGREEMENT ARE TRUE AND