Schedule 5. The Commitment Statement
Schedule 5. 11 is a true, correct and complete list of (a) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.
Schedule 5. 20. Schedule 5.20 to the New Credit Agreement is hereby amended to read as set forth as Schedule 5.20 to this TRR Agreement.
Schedule 5. 23.1 sets forth a true and complete list of each “employee benefit plan” as defined in Section 3(3) of ERISA, and any other plan, policy, program practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Credit Parties or any ERISA Affiliates (as defined below), which are now, or were within the past six years, maintained, sponsored or contributed to by any Credit Party or any ERISA Affiliate, or under which any Credit Party or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each a “Credit Party Benefit Plan”). For purposes of this Agreement, “ERISA Affiliate” shall mean any entity (whether or not incorporated) other than the Credit Parties that, together with any Credit Party, is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Code. No Credit Party, nor to the knowledge of Borrower, any other Person, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Credit Party Benefit Plan, other than with respect to a modification, change or termination required by ERISA, the Code or any other applicable law or governmental rule or regulation.
Schedule 5. 15(a) attached hereto sets forth all patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, trade names, trade secrets and licenses necessary for the conduct of the business of each Borrower as of the Restatement Date, and except as disclosed in Schedule 5.15(a) attached hereto, there is no objection or pending challenge to the validity of any such patent, trademark, copyright, trade name, trade secret or license; no Borrower is aware of any grounds for any such challenge or objection thereto. Except as disclosed in Schedule 5.15(b) attached hereto, as of the Restatement Date, no Borrower pays any royalty to any Person in connection with any patent, trademark, copyright, trade name, trade secret or license; and each Borrower has the right to bring legal action for the infringement of any such patent, trademark, copyright, trade name, trade secret or license.
Schedule 5. 11(a) contains a true and complete list of all Franchises and material Permits required to operate the Business as it is operated on the date hereof and as would reasonably be expected to be required as of the Closing Time. Except as set forth on Schedule 5.11(a) or contained in the Franchises, the Franchises are subject to no conditions or restrictions other than such as may exist by virtue of acts of the United States Congress, the rules and regulations of federal regulatory agencies or laws and rules adopted by the various local governing authorities of the jurisdictions in which the Systems are located. Other than orders, actions, proceedings or investigations generally applicable to the cable television industry in the United States or in the jurisdictions in which the Systems are located, there are no proceedings pending which would materially and adversely affect the validity of the Franchises or the terms and provisions thereof. Except as disclosed on Schedule 5.11(a), (i) the Systems and the other Acquired Assets are being operated and the Business is being conducted, in compliance with all Franchises in all material respects, (ii) neither Seller nor any of its Affiliates has received any written notice from a Franchising Authority threatening any enforcement action with respect to any Franchise, stating that the Systems are in noncompliance with the terms of any Franchise (including that the provision of Data Services is prohibited by the terms of such Franchise) or stating that such Franchise will not be renewed, (iii) no Franchising Authority currently has any right to purchase a System or any portion thereof, (iv) no Franchise is, to Seller’s Knowledge, under consideration to be revoked or adversely modified in any material respect and (v) there are no undisclosed material obligations with respect to any Franchise, other than those set forth in the Franchises.
Schedule 5. 16 contains a complete and accurate list of the following information for each employee or director of FM, including each employee on leave of absence or layoff status; employer; name; job title; current compensation paid or payable and any change in compensation since December 31, 2008; vacation accrued; and service credited for purposes of vesting and eligibility to participate under FM's pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance, medical, welfare, or vacation plan, employee pension benefit plan or employee welfare benefit plan, or any other employee benefit plan or any plan for directors.
Schedule 5. 6(b) sets forth a complete and accurate list of all real Property owned by each Loan Party and each of its Subsidiaries on the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each Loan Party and each of its Subsidiaries has good, indefeasible and insurable fee simple title to the real Property owned by such Loan Party or such Subsidiary.
Schedule 5. 16(a) lists the top ten customers of each Facility (by aggregate consideration paid for goods or services in the 12 month period ended December 31, 2013) (collectively, the “Material Customers”). Except as set forth in Schedule 5.16(a), neither Seller has received any written notice that any of the Material Customers has ceased, or intends to cease, to use the goods or services of the Specialty Plastics Business or to otherwise terminate or materially reduce its relationship with the Specialty Plastics Business.
Schedule 5. 1 of the Credit Agreement contains a true and complete list of all Subsidiaries of the Borrower as of the date of this Compliance Certificate.] — or — [Attached hereto is an updated Schedule 5.1 to the Credit Agreement which contains a true and complete list of all Subsidiaries of the Borrower as of the date of this Compliance Certificate.]
