SECTION 5.13.
INSURANCE.
SCHEDULE 5.13 SETS FORTH A DESCRIPTION OF ALL
POLICIES OF INSURANCE WHICH COVER THE COLLATERAL MAINTAINED BY OR ON BEHALF OF
THE LOAN PARTIES AND THEIR SUBSIDIARIES AS OF THE CLOSING DATE.
AS OF THE
CLOSING DATE, ALL PREMIUMS IN RESPECT OF SUCH INSURANCE THAT ARE DUE AND PAYABLE
HAVE BEEN PAID.
SECTION 5.14.
LABOR MATTERS.
AS OF THE CLOSING DATE, THERE ARE NO STRIKES,
LOCKOUTS OR SLOWDOWNS AGAINST ANY LOAN PARTY PENDING OR, TO THE KNOWLEDGE OF THE
LOAN PARTIES, THREATENED.
THE HOURS WORKED BY AND PAYMENTS MADE TO EMPLOYEES OF
THE LOAN PARTIES HAVE NOT BEEN IN VIOLATION OF THE FAIR LABOR STANDARDS ACT OR
ANY OTHER APPLICABLE FEDERAL, STATE, PROVINCIAL, LOCAL OR FOREIGN LAW DEALING
WITH SUCH MATTERS TO THE EXTENT THAT ANY SUCH VIOLATION WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ALL MATERIAL PAYMENTS DUE FROM ANY
LOAN PARTY, OR FOR WHICH ANY CLAIM MAY BE MADE AGAINST ANY SUCH PERSON, ON
ACCOUNT OF WAGES AND EMPLOYEE HEALTH AND WELFARE INSURANCE AND OTHER BENEFITS,
HAVE BEEN PAID OR ACCRUED AS A LIABILITY ON THE BOOKS OF SUCH MEMBER.
THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS WILL NOT
GIVE RISE TO ANY RIGHT OF TERMINATION OR RIGHT OF RENEGOTIATION ON THE PART OF
ANY UNION UNDER ANY COLLECTIVE BARGAINING AGREEMENT TO WHICH ANY LOAN PARTY IS
BOUND.
SECTION 5.15.
SECURITY DOCUMENTS.
THE SECURITY DOCUMENTS CREATE IN FAVOR OF
THE ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE CREDIT PARTIES, A
LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST IN THE COLLATERAL, AND THE
SECURITY DOCUMENTS CONSTITUTE, OR WILL UPON THE FILING OF UNIFORM COMMERCIAL
CODE, PPSA AND PRUCC FINANCING STATEMENTS OR EQUIVALENT FORMS AND THE OBTAINING
OF "CONTROL", IN EACH CASE WITH RESPECT TO THE RELEVANT COLLATERAL AS REQUIRED
UNDER THE APPLICABLE UNIFORM COMMERCIAL CODE, THE PPSA AND THE PRUCC, THE
CREATION OF A FULLY PERFECTED LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT,
TITLE AND INTEREST OF THE LOAN PARTIES THEREUNDER IN SUCH COLLATERAL, IN EACH
CASE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT AND EXCEPT AS PERMITTED
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR AS PROVIDED BY APPLICABLE LAW.
SECTION 5.16.
FEDERAL RESERVE REGULATIONS.
NO LOAN PARTY NOR ANY OF THEIR
RESPECTIVE SUBSIDIARIES IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF BUYING OR
CARRYING MARGIN STOCK.
NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED,
WHETHER DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR
ULTIMATELY, (I) TO BUY OR CARRY MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR
THE PURPOSE OF BUYING OR CARRYING MARGIN STOCK OR TO REFUND INDEBTEDNESS
ORIGINALLY INCURRED FOR SUCH PURPOSE OR (II) FOR ANY PURPOSE THAT ENTAILS A
VIOLATION OF, OR THAT IS INCONSISTENT WITH, THE PROVISIONS OF THE REGULATIONS OF
THE BOARD, INCLUDING REGULATION U OR REGULATION X.
SECTION 5.17.
SOLVENCY.
IMMEDIATELY AFTER GIVING EFFECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY TO OCCUR ON THE CLOSING