ON THE INSTRUCTIONS OF
AN INSTRUCTING GROUP):
(I)
COPIES OF SOLVENCY DECLARATIONS OF THE
DIRECTORS OF THE SUCCESSOR ENTITY CONFIRMING TO THE BEST OF THEIR KNOWLEDGE AND
BELIEF, THAT THE SUCCESSOR ENTITY WAS BALANCE SHEET SOLVENT IMMEDIATELY PRIOR TO
AND AFTER THE SOLVENT LIQUIDATION, ACCOMPANIED BY ANY REPORT BY THE AUDITORS OR
OTHER ADVISERS OF THE RELEVANT SUCCESSOR ENTITY ON WHICH SUCH DIRECTORS HAVE
RELIED FOR THE PURPOSES OF GIVING SUCH DECLARATION;
(II)
COPIES OF THE RESOLUTIONS OF THE PREDECESSOR
OBLIGOR AND THE SUCCESSOR ENTITY (TO THE EXTENT REQUIRED BY LAW) APPROVING THE
LIQUIDATION TRANSFER AND/OR THE SOLVENT LIQUIDATION (AS APPLICABLE);
(III)
COPIES OF THE STATUTORY DECLARATIONS OF THE
DIRECTORS OF THE PREDECESSOR OBLIGOR (TO THE EXTENT REQUIRED BY LAW) GIVEN IN
CONNECTION WITH SOLVENT LIQUIDATION;
(IV)
A COPY OF THE EXECUTED TRANSFER AGREEMENT
RELATING TO THE LIQUIDATION TRANSFER; AND
(V)
THE LEGAL OPINION FROM THE SUCCESSOR
ENTITY'S COUNSEL CONFIRMING (I) THE DUE CAPACITY AND INCORPORATION OF EACH OF
THE SUCCESSOR ENTITY AND THE PREDECESSOR OBLIGOR, (II) THE POWER AND AUTHORITY
OF THE SUCCESSOR ENTITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND ANY OTHER FINANCE DOCUMENT TO WHICH IT IS A PARTY AND (III) THAT
THE TRANSFER AGREEMENT GIVING EFFECT TO THE LIQUIDATION TRANSFER IS LEGALLY
BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
25.21
ERISA
Neither any Obligor nor any ERISA Affiliate shall maintain or contribute to (or
have an obligation to contribute to) a Plan subject to Title IV or Section 302
of ERISA and/or Section 412 of the Code or to a Multiemployer Plan which could
reasonably be expected to give rise to a material liability to any Obligor or
any Finance Party.
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26.
ACCEDING GROUP COMPANIES
26.1
ACCEDING BORROWERS
(A)
SUBJECT TO PARAGRAPH (B) BELOW, THE COMPANY
MAY, UPON NOT LESS THAN 3 BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE FACILITY
AGENT, REQUEST THAT ANY MEMBER OF THE BANK GROUP BECOMES AN ACCEDING BORROWER
UNDER THIS AGREEMENT.
(B)
SUCH MEMBER OF THE BANK GROUP MAY BECOME AN
ACCEDING BORROWER IF:
(I)
IT IS NOT INCORPORATED IN THE SAME
JURISDICTION AS AN EXISTING BORROWER AND AN INSTRUCTING GROUP HAS APPROVED THE
ADDITION OF THAT MEMBER OF THE BANK GROUP AS AN ACCEDING BORROWER OR IF SUCH
MEMBER OF THE BANK GROUP IS ESTABLISHED IN THE UNITED STATES OF AMERICA, AN
INSTRUCTING GROUP HAS APPROVED THE ADDITION OF THAT MEMBER OF THE BANK GROUP AS
AN ACCEDING BORROWER;
(II)
THE COMPANY DELIVERS TO THE FACILITY AGENT A
DULY COMPLETED AND EXECUTED ACCESSION NOTICE PURSUANT TO WHICH IT AGREES TO
BECOME A PARTY TO THIS AGREEMENT AS AN ACCEDING BORROWER AND (SUBJECT TO ANY
PROVISION OF LAW PROHIBITING THE SAME) AN ACCEDING GUARANTOR;
(III)
THE COMPANY CONFIRMS THAT NO EVENT OF DEFAULT
IS CONTINUING OR WOULD OCCUR AS A RESULT OF THAT MEMBER OF THE BANK GROUP
BECOMING AN ACCEDING BORROWER AND ACCEDING GUARANTOR; AND
(IV)
THE FACILITY AGENT HAS RECEIVED ALL OF THE
DOCUMENTS AND OTHER EVIDENCE LISTED IN PART 2 OF