IN THE MANNER DESCRIBED IN CLAUSE (I)
ABOVE AND WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(III)
EACH GROUP COMPANY IS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
LAWS, TRUST DOCUMENTATION AND CONTRACTS RELATING TO THE EMPLOYEE BENEFIT
ARRANGEMENTS.
SECTION 5.13
SUBSIDIARIES.
SCHEDULE 5.13 SETS FORTH A COMPLETE AND ACCURATE
LIST AS OF THE CLOSING DATE OF ALL SUBSIDIARIES OF HOLDINGS.
SCHEDULE 5.13 SETS
FORTH AS OF THE CLOSING DATE THE JURISDICTION OF FORMATION OF EACH SUCH
SUBSIDIARY, WHETHER EACH SUCH SUBSIDIARY IS A SUBSIDIARY GUARANTOR, THE NUMBER
OF AUTHORIZED SHARES OF EACH CLASS OF EQUITY INTERESTS OF EACH SUCH SUBSIDIARY,
THE NUMBER OF OUTSTANDING SHARES OF EACH CLASS OF EQUITY INTERESTS, THE NUMBER
AND PERCENTAGE OF OUTSTANDING SHARES OF EACH CLASS OF EQUITY INTERESTS OF EACH
SUCH SUBSIDIARY OWNED (DIRECTLY OR INDIRECTLY) BY ANY PERSON AND THE NUMBER AND
EFFECT, IF EXERCISED, OF ALL EQUITY EQUIVALENTS OF EACH SUCH SUBSIDIARY.
ALL
THE OUTSTANDING EQUITY INTERESTS OF EACH SUBSIDIARY OF HOLDINGS ARE VALIDLY
ISSUED, FULLY PAID AND NON-ASSESSABLE AND WERE NOT ISSUED IN VIOLATION OF THE
PREEMPTIVE RIGHTS OF ANY SHAREHOLDER AND, AS OF THE CLOSING DATE, ARE OWNED BY
HOLDINGS, DIRECTLY OR INDIRECTLY, FREE AND CLEAR OF ALL LIENS (OTHER THAN THOSE
ARISING UNDER THE COLLATERAL DOCUMENTS).
OTHER THAN AS SET FORTH ON SCHEDULE
5.13, AS OF THE CLOSING DATE, NO SUCH SUBSIDIARY HAS OUTSTANDING ANY EQUITY
EQUIVALENTS NOR DOES ANY SUCH PERSON HAVE OUTSTANDING ANY RIGHTS TO SUBSCRIBE
FOR OR TO PURCHASE OR ANY OPTIONS FOR THE PURCHASE OF, OR ANY AGREEMENTS
PROVIDING FOR THE ISSUANCE (CONTINGENT OR OTHERWISE) OF, OR ANY CALLS,
COMMITMENTS OR CLAIMS OF ANY CHARACTER RELATING TO, ITS EQUITY INTERESTS.
HOLDINGS HAS NO SUBSIDIARIES, OTHER THAN THE BORROWER AND ITS SUBSIDIARIES.
SECTION 5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
NONE OF HOLDINGS AND ITS 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" WITHIN THE MEANING OF
REGULATION U.
NO PART OF THE LETTERS OF CREDIT OR PROCEEDS OF THE LOANS WILL BE
USED, DIRECTLY OR INDIRECTLY, FOR THE PURPOSE OF PURCHASING OR CARRYING ANY
"MARGIN STOCK" WITHIN THE MEANING OF REGULATION U.
IF REQUESTED BY ANY LENDER
OR THE ADMINISTRATIVE AGENT, THE BORROWER WILL FURNISH TO THE ADMINISTRATIVE
AGENT AND EACH LENDER A STATEMENT TO THE FOREGOING EFFECT IN CONFORMITY WITH THE
REQUIREMENTS OF FR FORM U-1 REFERRED TO IN REGULATION U.
NO INDEBTEDNESS BEING
REDUCED OR RETIRED OUT OF THE PROCEEDS OF THE LOANS WAS OR WILL BE INCURRED FOR
THE PURPOSE OF PURCHASING OR CARRYING ANY "MARGIN STOCK" WITHIN THE MEANING OF
REGULATION U OR ANY "MARGIN SECURITY" WITHIN THE MEANING OF REGULATION T.
"MARGIN STOCK" WITHIN THE MEANING OF REGULATION U DOES NOT CONSTITUTE MORE THAN
25% OF THE VALUE OF THE CONSOLIDATED ASSETS OF HOLDINGS AND ITS CONSOLIDATED
SUBSIDIARIES.
NONE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(INCLUDING THE DIRECT OR INDIRECT USE OF THE PROCEEDS OF THE LOANS)