THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS, AND ALL WRITTEN
INFORMATION HEREAFTER FURNISHED BY OR ON BEHALF OF ANY LOAN PARTY TO THE
ADMINISTRATIVE AGENT OR ANY LENDER PURSUANT HERETO OR IN CONNECTION HEREWITH
WILL BE (INCLUDING, WITHOUT LIMITATION, ALL INFORMATION FILED PRIOR TO OR AFTER
THE DATE HEREOF WITH THE SEC), TRUE AND ACCURATE
42
IN EVERY MATERIAL RESPECT ON THE DATE AS OF WHICH SUCH INFORMATION IS DATED OR
CERTIFIED, AND NONE OF SUCH INFORMATION IS OR WILL BE INCOMPLETE BY OMITTING TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE SUCH INFORMATION NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH MADE (IT BEING RECOGNIZED BY THE
ADMINISTRATIVE AGENT AND THE LENDERS THAT ANY PROJECTIONS, FORECASTS AND OTHER
FORWARD LOOKING STATEMENTS PROVIDED BY THE LOAN PARTIES ARE BASED ON GOOD FAITH
ESTIMATES AND ASSUMPTIONS BELIEVED BY THE LOAN PARTIES TO BE REASONABLE AS OF
THE DATE OF THE APPLICABLE PROJECTIONS OR ASSUMPTIONS AND THAT ACTUAL RESULTS
DURING THE PERIOD OR PERIODS COVERED BY ANY SUCH PROJECTIONS AND FORECASTS MAY
DIFFER FROM PROJECTED OR FORECASTED RESULTS).
9.19
INTELLECTUAL PROPERTY.
EACH LOAN PARTY OWNS AND
POSSESSES OR HAS A LICENSE OR OTHER RIGHT TO USE ALL PATENTS, PATENT RIGHTS,
TRADEMARKS, TRADEMARK RIGHTS, TRADE NAMES, TRADE NAME RIGHTS, SERVICE MARKS,
SERVICE MARK RIGHTS AND COPYRIGHTS AS ARE NECESSARY FOR THE CONDUCT OF THE
BUSINESSES OF THE LOAN PARTIES, WITHOUT ANY INFRINGEMENT UPON RIGHTS OF OTHERS
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.20
BURDENSOME OBLIGATIONS.
NO LOAN PARTY IS A PARTY
TO ANY AGREEMENT OR CONTRACT OR SUBJECT TO ANY RESTRICTION CONTAINED IN ITS
ORGANIZATIONAL DOCUMENTS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
9.21
LABOR MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE
9.21, NO LOAN PARTY IS SUBJECT TO ANY LABOR OR COLLECTIVE BARGAINING AGREEMENT.
THERE ARE NO EXISTING OR THREATENED STRIKES, LOCKOUTS OR OTHER LABOR DISPUTES
INVOLVING ANY LOAN PARTY THAT SINGLY OR IN THE AGGREGATE COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
HOURS WORKED BY AND PAYMENT MADE TO
EMPLOYEES OF THE LOAN PARTIES ARE NOT IN VIOLATION OF THE FAIR LABOR STANDARDS
ACT OR ANY OTHER APPLICABLE LAW, RULE OR REGULATION DEALING WITH SUCH MATTERS.
9.22
NO DEFAULT.
NO EVENT OF DEFAULT OR UNMATURED
EVENT OF DEFAULT EXISTS OR WOULD RESULT FROM THE INCURRENCE BY ANY LOAN PARTY OF
ANY DEBT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
9.23
INACTIVE SUBSIDIARIES.
EACH OF THE INACTIVE
SUBSIDIARIES HAS CEASED THE OPERATION OF BUSINESS AND HAS NO MATERIAL ASSETS OR
LIABILITIES.
SECTION 10
AFFIRMATIVE COVENANTS.
Until the expiration or termination of the Commitments and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full (other
than any Obligation arising solely from any Bank Product Agreement or contingent
indemnification Obligations to the extent no claim giving rise thereto has been
asserted) and all Letters of Credit have been terminated or Cash Collateralized,
the Company agrees that, unless at any time the Required Lenders