CHANGE AND WHICH IS
DIRECTLY OR INDIRECTLY RELATED TO ANY PLAN, INCLUDING, BUT NOT LIMITED TO,
LIABILITY FOR ANY DAMAGES OR PENALTIES ARISING UNDER TITLE I OR TITLE IV OF
ERISA, LIABILITY FOR ANY TAX OR PENALTY RESULTING FROM A LOSS OF DEDUCTION UNDER
SECTION 404 OR 419 OF THE IRC, ANY TAX OR PENALTY UNDER CHAPTER 43 OF THE IRC,
OR ANY TAXES OR PENALTIES UNDER ANY OTHER APPLICABLE LAW, BUT EXCLUDING ANY
LIABILITY TO MAKE CONTRIBUTIONS OR PAY PREMIUMS TO OR UNDER AN ONGOING PLAN
BEFORE THE LAST DUE DATE ON WHICH SUCH CONTRIBUTIONS OR PREMIUMS COULD BE PAID
OR MADE WITHOUT PENALTY OR TO PAY BENEFITS WHEN DUE IN ACCORDANCE WITH PLAN
TERMS.
SECTION 5.12
LABOR CONTROVERSIES.
THERE ARE NO MATERIAL LABOR
CONTROVERSIES PENDING OR, TO THE BEST KNOWLEDGE OF THE BORROWERS, THREATENED,
RELATING TO ANY LOAN PARTY.
THERE IS (I) NO UNFAIR LABOR PRACTICE COMPLAINT
PENDING AGAINST (OR ASSUMED BY) ANY LOAN PARTY OR, TO THE BEST KNOWLEDGE OF THE
BORROWERS, THREATENED AGAINST ANY OF THEM, BEFORE THE NATIONAL LABOR RELATIONS
BOARD, AND NO GRIEVANCE OR ARBITRATION PROCEEDING ARISING OUT OF OR UNDER ANY
COLLECTIVE BARGAINING AGREEMENT IS SO PENDING AGAINST ANY LOAN PARTY OR, TO THE
BEST KNOWLEDGE OF THE BORROWERS, THREATENED AGAINST ANY OF THEM, (II) NO STRIKE,
LABOR DISPUTE, SLOWDOWN OR STOPPAGE IS PENDING AGAINST ANY LOAN PARTY OR, TO THE
BEST KNOWLEDGE OF THE BORROWERS, THREATENED AGAINST ANY LOAN PARTY, AND (III) NO
UNION REPRESENTATION QUESTION EXISTING WITH RESPECT TO THE EMPLOYEES OF ANY LOAN
PARTY.
EACH LOAN PARTY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
COLLECTIVE BARGAINING AGREEMENTS TO WHICH IT IS SUBJECT.
SECTION 5.13
OWNERSHIP OF PROPERTIES; COLLATERAL.
(A)
EACH OF THE LOAN PARTIES SHALL OWN GOOD TITLE TO, OR IN THE CASE OF
LEASED PROPERTY OR ASSETS, VALID LEASEHOLD INTERESTS IN, ALL OF ITS MATERIAL
PERSONAL PROPERTIES AND ASSETS OF ANY NATURE WHATSOEVER, FREE AND CLEAR OF ALL
LIENS EXCEPT AS EXPRESSLY PERMITTED PURSUANT TO SECTION 6.2.3.
ANY LIENS
ATTACHING TO PROPERTY OR ASSETS OF ANY LOAN PARTY AS OF THE CLOSING DATE AND
EXPRESSLY PERMITTED UNDER SECTION 6.2.3 ARE IDENTIFIED IN SCHEDULE 5.13
("EXISTING LIENS").
(B)
EXCEPT TO THE EXTENT OTHERWISE CONSENTED TO IN WRITING BY THE
REQUIRED LENDERS, THE PROVISIONS OF THE SECURITY DOCUMENTS ARE EFFECTIVE TO
CREATE IN FAVOR OF THE AGENT FOR THE BENEFIT OF THE AGENT AND THE LENDERS A
LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST IN ALL
47
RIGHT, TITLE AND INTEREST OF THE LOAN PARTIES IN THE COLLATERAL DESCRIBED
THEREIN, AND, UPON THE FILING OF THE FINANCING STATEMENTS, THE SECURITY
DOCUMENTS WILL CREATE A FULLY PERFECTED FIRST PRIORITY SECURITY INTEREST IN ALL
RIGHT, TITLE AND INTEREST OF THE LOAN PARTIES IN ALL OF THE COLLATERAL SUBJECT
TO NO OTHER LIENS OTHER THAN LIENS PERMITTED BY SECTION 6.2.3.
SECTION 5.14
INTELLECTUAL PROPERTY.
EACH OF THE LOAN PARTIES OWNS OR
LICENSES ALL SUCH INTELLECTUAL PROPERTY, AND HAS OBTAINED ASSIGNMENTS OF ALL
LICENSES AND OTHER RIGHTS, AS THE BORROWERS CONSIDER NECESSARY FOR