MOST RECENTLY ENDED FISCAL
YEAR ON THE BASIS OF ACTUARIAL ASSUMPTIONS, EACH OF WHICH IS REASONABLE, DID NOT
EXCEED THE CURRENT VALUE OF THE ASSETS OF SUCH NON-US PLAN ALLOCABLE TO SUCH
BENEFIT LIABILITIES.
4.14
Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness.
4.15
SUBSIDIARIES. (A)
THE SUBSIDIARIES LISTED ON SCHEDULE 4.15
CONSTITUTE ALL THE SUBSIDIARIES OF THE US BORROWER AS OF THE CLOSING DATE.
SCHEDULE 4.15 SETS FORTH AS OF THE CLOSING DATE AND AFTER GIVING EFFECT TO THE
ACQUISITION, THE EXACT LEGAL NAME (AS REFLECTED ON THE CERTIFICATE OF
INCORPORATION (OR FORMATION) AND JURISDICTION OF INCORPORATION (OR FORMATION) OF
EACH SUBSIDIARY OF THE US BORROWER (AND, IN THE CASE OF EACH CANADIAN
SUBSIDIARY, THE ADDRESS OF ITS PLACE OF BUSINESS, THE ADDRESS OF ITS CHIEF
EXECUTIVE OFFICE, IF THERE IS MORE THAN ONE PLACE OF BUSINESS, AND THE ADDRESS
WHERE ITS BOOKS AND RECORDS ARE LOCATED) AND, AS TO EACH SUCH SUBSIDIARY, THE
PERCENTAGE AND NUMBER OF EACH CLASS OF CAPITAL STOCK OWNED BY EACH LOAN PARTY
AND ITS SUBSIDIARIES.
(b)
There are no outstanding subscriptions, options, warrants, calls, rights or
other agreements or commitments (other than stock options granted to employees
or directors and directors' qualifying shares) of any nature relating to any
Capital Stock of the US Borrower or any Subsidiary, except as disclosed on
Schedule 4.15.
4.16
Use of Proceeds. The proceeds of the Term Loans shall be used to
finance a portion of the Acquisition and to pay related fees and expenses. The
proceeds of the Revolving Credit Loans, the Swing Line Loans and the Letters of
Credit shall be used for general corporate and working capital purposes
(including to finance Permitted Acquisitions); provided that no Revolving Credit
Loans and/or Swing Line Loans may be used to finance the Transaction.
4.17
ENVIRONMENTAL MATTERS. OTHER THAN EXCEPTIONS TO ANY OF THE
FOLLOWING THAT COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
91
(A)
THE US BORROWER AND ITS SUBSIDIARIES:
(I) ARE, AND WITHIN THE
PERIOD OF ALL APPLICABLE STATUTES OF LIMITATION HAVE BEEN, IN COMPLIANCE WITH
ALL APPLICABLE ENVIRONMENTAL LAWS; (II) HOLD ALL ENVIRONMENTAL PERMITS (EACH OF
WHICH IS IN FULL FORCE AND EFFECT) REQUIRED FOR ANY OF THEIR CURRENT OR INTENDED
OPERATIONS OR FOR ANY PROPERTY OWNED, LEASED, OR OTHERWISE OPERATED BY ANY OF
THEM; (III) ARE, AND WITHIN THE PERIOD OF ALL APPLICABLE STATUTES OF LIMITATION
HAVE BEEN, IN COMPLIANCE WITH ALL OF THEIR ENVIRONMENTAL PERMITS; AND (IV)
REASONABLY BELIEVE THAT:
EACH OF THEIR ENVIRONMENTAL PERMITS WILL BE TIMELY
RENEWED AND COMPLIED WITH, WITHOUT MATERIAL EXPENSE; ANY ADDITIONAL
ENVIRONMENTAL PERMITS THAT MAY BE REQUIRED OF ANY OF THEM WILL BE TIMELY
OBTAINED AND COMPLIED