SUBSIDIARIES WILL, INCUR DEBTS BEYOND ITS ABILITY
TO PAY SUCH DEBTS AS THEY MATURE, TAKING INTO ACCOUNT THE TIMING OF AND AMOUNTS
OF CASH TO BE RECEIVED BY IT OR ANY SUCH SUBSIDIARY AND THE TIMING OF THE
AMOUNTS OF CASH TO BE PAYABLE ON OR IN RESPECT OF ITS INDEBTEDNESS OR THE
INDEBTEDNESS OF ANY SUCH SUBSIDIARY AND AFTER GIVING EFFECT TO ANY RIGHTS OF
INDEMNIFICATION, CONTRIBUTION OR SUBROGATION ARISING AMONG THE SUBSIDIARY LOAN
PARTIES PURSUANT TO ANY LOAN DOCUMENT OR BY LAW.
SECTION 3.13.
INSURANCE.
SCHEDULE 3.13 SETS FORTH A DESCRIPTION OF ALL
INSURANCE MAINTAINED BY OR ON BEHALF OF THE LOAN PARTIES AND THEIR RESPECTIVE
SUBSIDIARIES AS OF THE RESTATEMENT EFFECTIVE DATE.
AS OF THE RESTATEMENT
EFFECTIVE DATE, ALL PREMIUMS THEN DUE IN RESPECT OF SUCH INSURANCE HAVE BEEN
PAID OR HAVE BEEN SATISFIED BY A FINANCING EXPRESSLY PERMITTED HEREUNDER.
EACH
LOAN PARTY BELIEVES THAT THE INSURANCE MAINTAINED BY OR ON BEHALF OF LOAN
PARTIES AND ITS SUBSIDIARIES IS IN SUCH AMOUNTS (WITH NO GREATER RISK RETENTION)
AND AGAINST SUCH RISKS AS IS (I) CUSTOMARILY MAINTAINED BY COMPANIES OF
ESTABLISHED REPUTE ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE
SAME OR SIMILAR LOCATIONS AND (II) CONSIDERED ADEQUATE BY HOLDINGS AND THE
PARENT BORROWER.
SECTION 3.14.
CAPITALIZATION AND SUBSIDIARIES.
HOLDINGS DOES NOT HAVE ANY
SUBSIDIARIES OTHER THAN THE PARENT BORROWER AND THE SUBSIDIARIES.
SCHEDULE 3.14
SETS FORTH (A) A CORRECT AND COMPLETE LIST OF THE NAME AND RELATIONSHIP TO THE
PARENT BORROWER OF EACH SUBSIDIARY, (B) A TRUE AND COMPLETE LISTING OF EACH
CLASS OF EACH OF THE PARENT BORROWER'S AND EACH SUBSIDIARY'S AUTHORIZED EQUITY
INTERESTS, OF WHICH ALL OF SUCH ISSUED SHARES ARE VALIDLY ISSUED, OUTSTANDING,
FULLY PAID AND NON-ASSESSABLE, AND OWNED BENEFICIALLY AND OF RECORD BY THE
PERSONS IDENTIFIED ON SCHEDULE 3.14, AND (C) THE TYPE OF ENTITY OF THE PARENT
BORROWER AND EACH SUBSIDIARY, IN EACH CASE AS OF THE RESTATEMENT EFFECTIVE
DATE.
ALL OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS ISSUED BY ANY
SUBSIDIARY THAT ARE OWNED BY ANY LOAN PARTY HAVE BEEN (TO THE EXTENT SUCH
CONCEPTS ARE RELEVANT WITH RESPECT TO SUCH OWNERSHIP INTERESTS) DULY AUTHORIZED
AND ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE.
SECTION 3.15.
LABOR DISPUTES.
AS OF THE RESTATEMENT EFFECTIVE DATE, THERE ARE
NO STRIKES, LOCKOUTS OR SLOWDOWNS OR ANY OTHER MATERIAL LABOR DISPUTES AGAINST
ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES PENDING OR, TO THE KNOWLEDGE OF ANY
RESPONSIBLE OFFICER OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, THREATENED.
THE HOURS WORKED BY AND PAYMENTS MADE TO EMPLOYEES OF THE LOAN PARTIES AND THEIR
RESPECTIVE SUBSIDIARIES HAVE NOT BEEN IN VIOLATION OF THE FAIR LABOR STANDARDS
ACT OR ANY OTHER APPLICABLE FEDERAL, STATE, PROVINCIAL, LOCAL OR FOREIGN LAW
DEALING WITH SUCH MATTERS, EXCEPT FOR ANY SUCH VIOLATIONS THAT, INDIVIDUALLY OR
IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
ALL PAYMENTS DUE FROM ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES, OR FOR WHICH ANY CLAIM MAY BE