PROPERTIES OF ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES ARE AFFECTED BY ANY UNFAIR LABOR PRACTICES COMPLAINT, UNION
REPRESENTATION CAMPAIGNS, STRIKE, LOCKOUT OR OTHER LABOR DISPUTE.
(P)
OTHER THAN AS A RESULT OF THE FILING OF THE
CASES, EACH LOAN PARTY AND EACH OF ITS SUBSIDIARIES IS IN COMPLIANCE WITH ALL
CONTRACTS AND AGREEMENTS TO WHICH IT IS A PARTY, EXCEPT SUCH NON-COMPLIANCES AS
HAVE NOT HAD, AND COULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(Q)
UPON THE ENTRY OF THE DIP FINANCING ORDERS,
THE DIP FINANCING ORDERS AND THE COLLATERAL DOCUMENTS CREATE A VALID AND
PERFECTED SECURITY INTEREST IN THE COLLATERAL HAVING THE PRIORITY SET FORTH
THEREIN SECURING THE PAYMENT OF THE SECURED OBLIGATIONS, AND ALL FILINGS AND
OTHER ACTIONS NECESSARY OR DESIRABLE, AS DETERMINED IN THE REASONABLE DISCRETION
OF THE INITIAL LENDERS, TO PERFECT AND PROTECT SUCH SECURITY INTEREST HAVE BEEN
DULY TAKEN, IN EACH CASE IF AND TO THE EXTENT PERFECTION MAY BE ACHIEVED BY THE
ENTRY OF THE DIP FINANCING ORDERS.
THE LOAN PARTIES ARE THE LEGAL AND
BENEFICIAL OWNERS OF THE COLLATERAL FREE AND CLEAR OF ANY LIEN, EXCEPT FOR
(I) THE LIENS AND SECURITY INTERESTS CREATED OR PERMITTED UNDER THE LOAN
DOCUMENTS AND (II) DEFECTS IN LEGAL TITLE TO INTELLECTUAL PROPERTY THAT DO NOT
MATERIALLY ADVERSELY AFFECT THE USE OF SUCH PROPERTY FOR ITS PRESENT PURPOSES.
(R)
NEITHER ANY LOAN PARTY NOR ANY OF ITS
SUBSIDIARIES IS AN "INVESTMENT COMPANY", OR AN "AFFILIATED PERSON" OF, OR
"PROMOTER" OR "PRINCIPAL UNDERWRITER" FOR, AN "INVESTMENT COMPANY", AS SUCH
TERMS ARE DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
NEITHER
THE MAKING OF ANY ADVANCES, NOR THE ISSUANCE OF ANY LETTERS OF CREDIT, NOR THE
APPLICATION OF THE PROCEEDS OR REPAYMENT THEREOF BY THE BORROWER, NOR THE
CONSUMMATION OF THE OTHER TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, WILL
VIOLATE ANY PROVISION OF ANY SUCH ACT OR ANY RULE, REGULATION OR ORDER OF THE
SECURITIES AND EXCHANGE COMMISSION THEREUNDER.
(S)
AS OF THE DATE HEREOF, THE EQUITY INTERESTS
OWNED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES LISTED ON SCHEDULE 4.01(A) AND
THE INITIAL PLEDGED DEBT SET FORTH ON SCHEDULE V HERETO ARE ALL EQUITY INTERESTS
AND DEBT (OTHER THAN ANY EXCEPTION CONTAINED IN THE DEFINITION OF "INITIAL
PLEDGED DEBT") HELD BY OR OWED TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES.
(T)
SET FORTH ON SCHEDULE 4.01(T) HERETO IS A
COMPLETE AND ACCURATE LIST OF ALL SURVIVING DEBT THAT IS DEBT FOR BORROWED MONEY
(OTHER THAN SURVIVING DEBT IN AN AGGREGATE AMOUNT NOT EXCEEDING $1,000,000),
SHOWING AS OF THE DATE HEREOF THE OBLIGOR AND THE PRINCIPAL AMOUNT OUTSTANDING
THEREUNDER, THE MATURITY DATE THEREOF AND THE AMORTIZATION SCHEDULE THEREFOR.
(U)
SET FORTH ON SCHEDULE 4.01(U) HERETO IS A
COMPLETE AND ACCURATE LIST OF ALL LIENS ON THE PROPERTY OR ASSETS OF ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES SECURING ANY DEBT FOR BORROWED MONEY (OTHER
THAN DEBT IN AGGREGATE AMOUNT NOT EXCEEDING $1,000,000),