INDEBTEDNESS HAS AN EXISTING RIGHT, CONTINGENT OR OTHERWISE, TO BE SECURED BY)
ANY MORTGAGE, LIEN, PLEDGE, CHARGE, SECURITY INTEREST OR OTHER ENCUMBRANCE UPON
OR IN ANY PROPERTY OR ASSETS (INCLUDING ACCOUNTS AND CONTRACT RIGHTS) OWNED BY
ANY PERSON, EVEN THOUGH THE PERSON WHICH OWNS SUCH ASSETS OR PROPERTY HAS NOT
ASSUMED OR BECOME LIABLE FOR THE PAYMENT OF SUCH INDEBTEDNESS, AND (H) ALL
CONTINGENT OBLIGATIONS IN RESPECT OF INDEBTEDNESS OR OBLIGATIONS OF OTHERS OF
THE KINDS REFERRED TO IN CLAUSES (A) THROUGH (G) ABOVE; (Y) "CONTINGENT
OBLIGATION" MEANS, AS TO ANY PERSON, ANY DIRECT OR INDIRECT LIABILITY,
CONTINGENT OR OTHERWISE, OF THAT PERSON WITH RESPECT TO ANY INDEBTEDNESS, LEASE,
DIVIDEND OR OTHER OBLIGATION OF ANOTHER PERSON IF THE PRIMARY PURPOSE OR INTENT
OF THE PERSON INCURRING SUCH LIABILITY, OR THE PRIMARY EFFECT THEREOF, IS TO
PROVIDE ASSURANCE TO THE OBLIGEE OF SUCH LIABILITY THAT SUCH LIABILITY WILL BE
PAID OR DISCHARGED, OR THAT ANY AGREEMENTS RELATING THERETO WILL BE COMPLIED
WITH, OR THAT THE HOLDERS OF SUCH LIABILITY WILL BE PROTECTED (IN WHOLE OR IN
PART) AGAINST LOSS WITH RESPECT THERETO; AND (Z) "PERSON" MEANS AN INDIVIDUAL, A
LIMITED LIABILITY COMPANY, A PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A
TRUST, AN UNINCORPORATED ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR
AGENCY THEREOF.
(T)
ABSENCE OF LITIGATION.
THERE IS NO ACTION, SUIT, PROCEEDING,
INQUIRY OR INVESTIGATION BEFORE OR BY THE PRINCIPAL MARKET, ANY COURT, PUBLIC
BOARD, GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO
THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY
OF ITS SUBSIDIARIES, THE COMMON STOCK OR ANY OF THE COMPANY'S SUBSIDIARIES OR
ANY OF THE COMPANY'S OR ITS SUBSIDIARIES' OFFICERS OR DIRECTORS, WHETHER OF A
CIVIL OR CRIMINAL NATURE OR OTHERWISE, THAT COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
13
(U)
INSURANCE.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES ARE INSURED BY INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY
AGAINST SUCH LOSSES AND RISKS AND IN SUCH AMOUNTS AS MANAGEMENT OF THE COMPANY
BELIEVES TO BE PRUDENT AND CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND
ITS SUBSIDIARIES ARE ENGAGED.
NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY HAS
ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS EXISTING INSURANCE
COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN SIMILAR COVERAGE FROM
SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS BUSINESS AT A COST THAT
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
NOTICE IS HEREBY GIVEN THAT THE
COMPANY IS NOT REQUIRED TO OBTAIN INSURANCE FROM OR THROUGH ANY PARTICULAR
INSURER, AGENT OR BROKER AS A CONDITION TO THE PURCHASE OF THE NOTES.
(V)
EMPLOYEE RELATIONS.
(I)
EXCEPT AS DISCLOSED IN SCHEDULE 3(V),
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO ANY COLLECTIVE
BARGAINING AGREEMENT OR EMPLOYS ANY MEMBER OF A UNION.
THE COMPANY AND ITS
SUBSIDIARIES BELIEVE THAT THEIR RELATIONS WITH THEIR EMPLOYEES ARE GOOD.
NO
EXECUTIVE OFFICER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (AS DEFINED IN