UPON
ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME.
45
SECTION 3.12.
SUBSIDIARIES.
AS OF THE EFFECTIVE DATE, THE BORROWER HAS NO
SUBSIDIARIES OTHER THAN THOSE SUBSIDIARIES LISTED ON SCHEDULE 3.12.
SCHEDULE
3.12 CORRECTLY SETS FORTH, AS OF THE EFFECTIVE DATE, (I) THE PERCENTAGE
OWNERSHIP (DIRECT OR INDIRECT) OF THE BORROWER IN EACH CLASS OF CAPITAL STOCK OR
OTHER EQUITY OF ITS SUBSIDIARIES AND ALSO IDENTIFIES THE DIRECT OWNER THEREOF,
AND (II) THE JURISDICTION OF ORGANIZATION OF EACH SUCH SUBSIDIARY.
SECTION 3.13.
REGULATION U.
MARGIN STOCK (AS DEFINED IN REGULATION U OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM) CONSTITUTES LESS THAN 25% OF
THE VALUE OF THOSE ASSETS OF THE BORROWER AND ITS SUBSIDIARIES WHICH ARE SUBJECT
TO ANY LIMITATION ON SALE, PLEDGE, OR OTHER RESTRICTION HEREUNDER.
NEITHER THE
MAKING OF ANY LOAN OR ISSUANCE OF ANY LETTERS OF CREDIT HEREUNDER, THE USE OF
THE PROCEEDS THEREOF, NOR ANY OTHER ASPECT OF THE FINANCING OF THE ACQUISITION,
WILL VIOLATE OR BE INCONSISTENT WITH THE PROVISIONS OF REGULATION T, REGULATION
U OR REGULATION X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
SECTION 3.14.
SECURITY DOCUMENTS.
EXCEPT AS PERMITTED UNDER THE SECURITY
DOCUMENTS, THE SECURITY INTERESTS CREATED IN FAVOR OF THE COLLATERAL AGENT, AS
PLEDGEE, FOR THE BENEFIT OF THE SECURED CREDITORS, UNDER EACH SECURITY DOCUMENT
CONSTITUTE PERFECTED SECURITY INTERESTS IN THE COLLATERAL DESCRIBED IN SUCH
SECURITY DOCUMENT UNDER THE GOVERNING LAW OF THE AGREEMENT, SUBJECT TO NO
SECURITY INTERESTS OF ANY OTHER PERSON.
EXCEPT AS PERMITTED UNDER THE SECURITY
DOCUMENTS, NO FILINGS OR RECORDINGS (OTHER THAN FILINGS OR RECORDINGS THAT HAVE
BEEN MADE OR CONTINUATION STATEMENTS THAT ARE REQUIRED TO BE SUBSEQUENTLY MADE)
ARE REQUIRED IN ORDER TO PERFECT (OR MAINTAIN THE PERFECTION OR PRIORITY OF) THE
SECURITY INTERESTS CREATED IN THE COLLATERAL UNDER ANY SECURITY DOCUMENT.
SECTION 3.15.
MATERIAL AGREEMENTS.
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS
A PARTY TO ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY CHARTER OR OTHER
CORPORATE RESTRICTION WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS IN DEFAULT IN THE
PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS OR
CONDITIONS CONTAINED IN (A) ANY AGREEMENT TO WHICH IT IS A PARTY, WHICH DEFAULT
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (B) ANY
MATERIAL INDEBTEDNESS AGREEMENT.
SECTION 3.16.
LABOR RELATIONS.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES IS ENGAGED IN ANY UNFAIR LABOR PRACTICE THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THERE IS (A) NO SIGNIFICANT UNFAIR
LABOR PRACTICE COMPLAINT PENDING AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES
OR, TO THE BEST KNOWLEDGE OF THE BORROWER, THREATENED AGAINST ANY OF THEM BEFORE
THE NATIONAL LABOR RELATIONS BOARD OR ANY SIMILAR GOVERNMENTAL AUTHORITY IN ANY
JURISDICTION, AND NO SIGNIFICANT GRIEVANCE OR SIGNIFICANT ARBITRATION PROCEEDING
ARISING OUT OF OR UNDER ANY COLLECTIVE BARGAINING AGREEMENT IS SO PENDING
AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES OR, TO THE BEST