IS
QUALIFIED TO DO BUSINESS ARE SET FORTH ON SCHEDULE 3.1(A).
EACH OF THE CREDIT
PARTIES AND EACH OF THEIR MATERIAL SUBSIDIARIES HAS ALL REQUISITE ORGANIZATIONAL
POWER AND AUTHORITY TO OWN AND OPERATE ITS PROPERTIES, TO CARRY ON ITS BUSINESS
AS NOW CONDUCTED AND PROPOSED TO BE CONDUCTED, TO ENTER INTO EACH RELATED
TRANSACTIONS DOCUMENT TO WHICH IT IS A PARTY AND TO INCUR AND/OR GUARANTEE THE
OBLIGATIONS, GRANT LIENS AND SECURITY INTERESTS IN THE COLLATERAL AND CARRY OUT
THE RELATED TRANSACTIONS.
(B)
CAPITALIZATION.
AS OF THE CLOSING DATE:
(I) THE AUTHORIZED STOCK
OF EACH OF THE CREDIT PARTIES AND EACH OF THEIR SUBSIDIARIES (OTHER THAN
HOLDINGS) IS AS SET FORTH ON SCHEDULE 3.1(B); (II) ALL ISSUED AND OUTSTANDING
STOCK OF EACH OF THE CREDIT PARTIES AND EACH OF THEIR SUBSIDIARIES THAT HAS
ASSETS IN EXCESS OF $100,000 (EXCLUDING INTERCOMPANY BALANCES) IS DULY
AUTHORIZED AND VALIDLY ISSUED, FULLY PAID, NONASSESSABLE, FREE AND CLEAR OF ALL
LIENS OTHER THAN PERMITTED ENCUMBRANCES AND THOSE IN FAVOR OF AGENT FOR THE
BENEFIT OF AGENT AND LENDERS, AND SUCH STOCK WAS ISSUED IN COMPLIANCE WITH ALL
APPLICABLE STATE, FEDERAL AND FOREIGN LAWS CONCERNING THE ISSUANCE OF
SECURITIES; (III) THE IDENTITY OF THE HOLDERS OF THE STOCK OF EACH OF THE CREDIT
PARTIES (OTHER THAN HOLDINGS) AND THE PERCENTAGE OF THEIR FULLY-DILUTED
OWNERSHIP OF THE STOCK OF EACH OF THE CREDIT PARTIES IS SET FORTH ON SCHEDULE
3.1(B); AND (IV) NO STOCK OF ANY CREDIT PARTY OR ANY OF THEIR SUBSIDIARIES THAT
HAS ASSETS IN EXCESS OF $100,000 (EXCLUDING INTERCOMPANY BALANCES), OTHER THAN
THOSE DESCRIBED ABOVE, ARE ISSUED AND OUTSTANDING.
EXCEPT AS PROVIDED IN
SCHEDULE 3.1(B), AS OF THE CLOSING DATE, THERE ARE NO PREEMPTIVE OR OTHER
OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS
OR UNDERSTANDINGS FOR THE PURCHASE OR
27
ACQUISITION FROM ANY CREDIT PARTY (OTHER THAN HOLDINGS) OR ANY OF THEIR
SUBSIDIARIES OF ANY STOCK OF ANY SUCH ENTITY.
(C)
BINDING OBLIGATION.
THIS AGREEMENT IS, AND THE OTHER RELATED
TRANSACTIONS DOCUMENTS WHEN EXECUTED AND DELIVERED WILL BE, THE LEGALLY VALID
AND BINDING OBLIGATIONS OF THE APPLICABLE PARTIES THERETO, EACH ENFORCEABLE
AGAINST EACH OF SUCH PARTIES, AS APPLICABLE, IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS AFFECTING, CREDITORS' RIGHTS GENERALLY AND THE EFFECTS
OF GENERAL PRINCIPLES OF EQUITY.
THE EUROPEAN BORROWERS AND EACH OF THE UK
GUARANTORS HAVE TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE ENTRY INTO,
PERFORMANCE AND DELIVERY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY
(INCLUDING, WITHOUT LIMITATION, THE UK COLLATERAL DOCUMENTS) IN ACCORDANCE WITH
SECTIONS 151-158 OF THE UK COMPANIES ACT 1985 (AS AMENDED).
3.2.
DISCLOSURE.
NO REPRESENTATION OR WARRANTY OF ANY CREDIT PARTY
CONTAINED IN THIS AGREEMENT, THE FINANCIAL STATEMENTS REFERRED TO IN SECTION
3.5, THE OTHER RELATED TRANSACTIONS DOCUMENTS OR ANY OTHER DOCUMENT, CERTIFICATE
OR WRITTEN STATEMENT FURNISHED TO AGENT OR ANY LENDER BY OR ON BEHALF OF ANY
SUCH PERSON FOR USE IN CONNECTION WITH THE LOAN DOCUMENTS OR THE RELATED