ON
BORROWER OR ANY SUBSIDIARY WHICH PROHIBIT OR OTHERWISE RESTRICT THE TRANSFER OF
CASH OR OTHER ASSETS FROM ANY SUBSIDIARY TO BORROWER, OTHER THAN PROHIBITIONS OR
RESTRICTIONS EXISTING UNDER OR BY REASON OF (A) THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, AND (B) RESTRICTIONS OF LAWS AND GOVERNMENTAL AUTHORITIES (INCLUDING
INSURANCE REGULATORS) HAVING JURISDICTION OVER BORROWER OR A SUBSIDIARY.
41
7.22
LABOR RELATIONS, COLLECTIVE BARGAINING
AGREEMENTS.
(A) SCHEDULE 7.22 IS A LIST AND DESCRIPTION (INCLUDING DATES OF
TERMINATION) OF ALL COLLECTIVE BARGAINING AGREEMENTS BETWEEN OR APPLICABLE TO
BORROWER AND EACH SUBSIDIARY AND ANY UNION, LABOR ORGANIZATION OR OTHER
BARGAINING AGENT IN RESPECT OF THE EMPLOYEES OF BORROWER AND SUCH SUBSIDIARY.
(B)
NONE OF BORROWER OR ANY SUBSIDIARY IS
ENGAGED IN ANY UNFAIR LABOR PRACTICE THAT IS REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
THERE IS (I) NO SIGNIFICANT UNFAIR LABOR PRACTICE
COMPLAINT PENDING AGAINST BORROWER OR ANY SUBSIDIARY OR THREATENED IN WRITING
AGAINST ANY OF THEM, BEFORE THE NATIONAL LABOR RELATIONS BOARD, AND NO
SIGNIFICANT GRIEVANCE OR SIGNIFICANT ARBITRATION PROCEEDING ARISING OUT OF OR
UNDER ANY COLLECTIVE BARGAINING AGREEMENT IS NOW PENDING AGAINST BORROWER OR ANY
SUBSIDIARY OR THREATENED IN WRITING AGAINST ANY OF THEM, (II) NO SIGNIFICANT
STRIKE, LABOR DISPUTE, SLOWDOWN OR STOPPAGE IS PENDING AGAINST BORROWER OR ANY
SUBSIDIARY OR THREATENED IN WRITING AGAINST BORROWER OR ANY SUBSIDIARY AND
(III) TO THE BEST KNOWLEDGE OF BORROWER AND EACH SUBSIDIARY, NO UNION
REPRESENTATION QUESTION EXISTS WITH RESPECT TO THE EMPLOYEES OF BORROWER OR ANY
SUBSIDIARY, EXCEPT (WITH RESPECT TO ANY MATTER SPECIFIED IN CLAUSE (I), (II) OR
(III) ABOVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE) SUCH AS IS NOT REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
7.23
PREFERRED STOCK DOCUMENTS.
ATTACHED AS EXHIBIT H
IS A COMPLETE AND CORRECT COPY OF ALL PREFERRED STOCK DOCUMENTS, AND ALL
AMENDMENTS AND RESTATEMENTS THERETO (OTHER THAN EACH ISSUED AND OUTSTANDING
CERTIFICATE EVIDENCING THE PREFERRED STOCK).
EXCEPT AS PROVIDED IN THE
PREFERRED STOCK DOCUMENTS, THERE ARE NO AGREEMENTS BETWEEN OR AMONG BORROWER AND
ANY HOLDER OF ANY PREFERRED STOCK REGARDING THE PREFERRED STOCK.
7.24
SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.
ALL REPRESENTATIONS AND WARRANTIES MADE UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE DEEMED TO BE MADE AT AND AS OF THE AGREEMENT DATE AND AT AND
AS OF THE DATE OF THE MAKING OF EACH ADVANCE LOAN, AND EACH SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS WHEN MADE, EXCEPT TO THE EXTENT APPLICABLE TO A
SPECIFIC DATE.
ALL SUCH REPRESENTATIONS AND WARRANTIES SHALL SURVIVE, AND NOT
BE WAIVED BY, THE EXECUTION HEREOF BY LENDER ANY INVESTIGATION OR INQUIRY BY
LENDER OR BY THE MAKING OF ANY ADVANCE LOAN UNDER THIS AGREEMENT.
ARTICLE VIII
EVENTS OF DEFAULT
8.1
DEFAULT.
THE TERM "EVENT OF DEFAULT" AS
USED HEREIN, MEANS THE OCCURRENCE AND CONTINUANCE OF ANY ONE OR MORE OF THE
FOLLOWING EVENTS (INCLUDING THE PASSAGE OF TIME, IF ANY, SPECIFIED THEREFOR):
(A)
ADVANCE LOANS.
THE FAILURE OR REFUSAL OF
BORROWER TO PAY ANY PART OF THE PRINCIPAL