OF THE LOAN PARTIES AND THE SUBSIDIARIES AS
OF THE EFFECTIVE DATE.
AS OF THE EFFECTIVE DATE, ALL PREMIUMS IN RESPECT OF
SUCH INSURANCE HAVE BEEN PAID.
THE BORROWER AND HOLDINGS BELIEVE THAT THE
INSURANCE MAINTAINED BY OR ON BEHALF OF THE BORROWER AND THE SUBSIDIARIES IS
ADEQUATE.
SECTION 3.15.
CAPITALIZATION AND SUBSIDIARIES.
SCHEDULE 3.15 SETS FORTH (A) A
CORRECT AND COMPLETE LIST OF THE NAME AND RELATIONSHIP TO THE BORROWER OF EACH
AND ALL OF THE BORROWER'S SUBSIDIARIES, (B) A TRUE AND COMPLETE LISTING OF EACH
CLASS OF EACH OF THE BORROWER'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 3.15, AND (C) THE TYPE OF ENTITY OF THE BORROWER
AND EACH OF ITS
SUBSIDIARIES.
ALL OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OWNED BY ANY
LOAN PARTY HAS BEEN (TO THE EXTENT SUCH CONCEPTS ARE RELEVANT WITH RESPECT TO
SUCH OWNERSHIP INTERESTS) DULY AUTHORIZED AND ISSUED AND IS FULLY PAID AND NON
ASSESSABLE.
SECTION 3.16.
NO BURDENSOME RESTRICTIONS.
NO LOAN PARTY
IS A PARTY TO ANY
AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY CORPORATE RESTRICTION THAT HAS
RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.17.
FEDERAL RESERVE REGULATIONS.
NONE OF HOLDINGS, THE BORROWER OR
ANY OF THE SUBSIDIARIES IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR
CARRYING MARGIN STOCK.
NO PART OF THE PROCEEDS OF ANY LOAN HAVE BEEN USED OR
WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS A
VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATIONS T, U AND
X.
SECTION 3.18.
SECURITY INTEREST IN COLLATERAL.
THE PROVISIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS CREATE LEGAL AND VALID LIENS ON ALL THE
COLLATERAL IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND UPON THE FILING OF REQUIRED FINANCING
STATEMENTS BY THE ADMINISTRATIVE AGENT, SUCH LIENS CONSTITUTE PERFECTED AND
CONTINUING LIENS ON THE COLLATERAL, SECURING THE SECURED OBLIGATIONS,
ENFORCEABLE AGAINST THE APPLICABLE LOAN PARTY AND ALL THIRD PARTIES, AND HAVING
PRIORITY OVER ALL OTHER LIENS ON THE COLLATERAL EXCEPT IN THE CASE OF
(A) PERMITTED
52
ENCUMBRANCES, TO THE EXTENT ANY SUCH PERMITTED ENCUMBRANCES WOULD HAVE PRIORITY
OVER THE LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT PURSUANT TO ANY APPLICABLE
LAW AND (B) LIENS PERFECTED ONLY BY POSSESSION (INCLUDING POSSESSION OF ANY
CERTIFICATE OF TITLE) TO THE EXTENT THE ADMINISTRATIVE AGENT HAS NOT OBTAINED OR
DOES NOT MAINTAIN POSSESSION OF SUCH COLLATERAL.
SECTION 3.19.
EMPLOYMENT MATTERS.
AS OF THE EFFECTIVE DATE, THERE ARE NO
STRIKES, LOCKOUTS OR SLOWDOWNS AGAINST ANY LOAN PARTY OR ANY SUBSIDIARY PENDING
OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED.
THE HOURS WORKED BY AND
PAYMENTS MADE TO EMPLOYEES OF THE LOAN PARTIES AND THE SUBSIDIARIES HAVE NOT
BEEN IN VIOLATION OF