FairPoint Communications 2002 Annual Report Download - page 253

former employees (other than as required by Section 601 of ERISA) or any Plan
the obligations with respect to which could reasonably be expected to have a
material adverse effect on the ability of the Borrower to perform its
obligations under this Agreement.
5.15 SUBSIDIARIES. On and as of the Restatement Effective Date and
after giving effect to the consummation of the Transaction, the Borrower has no
Subsidiaries other than those Subsidiaries listed on Annex III, which correctly
sets forth, as of the Restatement Effective Date, the percentage ownership
(direct and indirect) of the Borrower in each class of capital stock of each of
its Subsidiaries and also identifies the direct owner thereof.
5.16 INTELLECTUAL PROPERTY. Each of the Borrower and its
Subsidiaries owns or holds a valid transferable license to use all the patents,
trademarks, service marks, trade names, domain names, technology, know-how,
copyrights, licenses, franchises and formulas or rights with respect to the
foregoing, that are used in the operation of the business of the Borrower or
such Subsidiary as presently conducted and are material to such business where
the failure to own or hold a valid license is reasonably likely to have a
Material Adverse Effect.
5.17 ENVIRONMENTAL MATTERS. Each of the Borrower and its
Subsidiaries is in material compliance with all applicable Environmental Laws
governing its business for which failure to comply is reasonably likely to have
a Material Adverse Effect, and neither the Borrower nor any of its Subsidiaries
is liable for any material penalties, fines or forfeitures for failure to comply
with any of the foregoing in the manner set forth above. All licenses, permits,
registrations or approvals required for the business of the Borrower and each of
its Subsidiaries under any Environmental Law have been secured and each of the
Borrower and its Subsidiaries is in substantial compliance therewith, except
such licenses, permits, registrations or approvals the failure to secure or to
comply therewith is not reasonably likely to have a Material Adverse Effect.
There are no Environmental Claims pending or, to the knowledge of the Borrower
threatened, against the Borrower or any of its Subsidiaries wherein any decision
ruling or finding is reasonably likely to have a Material Adverse Effect.
5.18 LABOR RELATIONS. No Credit Party is engaged in any unfair
labor practice that is reasonably likely to have a Material Adverse Effect.
There is (i) no unfair labor practice complaint pending against any Credit Party
or, to the Borrower's knowledge, 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 Credit Party or, to the Borrower's knowledge, threatened against any
of them, (ii) no strike, labor dispute, slowdown or stoppage pending against any
Credit Party or, to the Borrower's
knowledge, threatened against any Credit Party and (iii) no union representation
question, to the Borrower's knowledge, existing with respect to the employees of
any Credit Party and no union organizing activities, to the Borrower's
knowledge, are taking place, 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.
5.19 SUBORDINATION. The subordination provisions contained in each
of the agreements or instruments relating to Permitted Subordinated Debt and, on
and after the incurrence thereof, Permitted Refinancing Indebtedness in respect
thereof are enforceable against the Borrower and the holders of such
Indebtedness, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law), and all
Obligations hereunder and the obligations of Borrower under the other Credit
Documents to which it is a party are within the definitions of "Senior Debt"
included in such subordination provisions.
SECTION 6. AFFIRMATIVE COVENANTS. The Borrower hereby covenants and