OF THE ISSUED AND OUTSTANDING
CAPITAL STOCK OF EACH SUCH PERSON ORGANIZED AS A CORPORATION IS VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE AND (Z) THERE ARE NO OUTSTANDING EQUITY RIGHTS WITH
RESPECT TO SUCH PERSON.
SECTION 3.13
INSURANCE.
SCHEDULE 3.13 SETS FORTH A DESCRIPTION OF ALL MATERIAL
INSURANCE MAINTAINED BY OR ON BEHALF OF THE PARENT, THE BORROWER AND THE
SUBSIDIARIES AS OF THE CLOSING DATE.
AS OF THE CLOSING DATE, ALL PREMIUMS IN
RESPECT OF SUCH INSURANCE HAVE BEEN PAID.
THE PARENT AND THE BORROWER BELIEVE
THAT THE INSURANCE MAINTAINED BY OR ON BEHALF OF THE PARENT, THE BORROWER AND
THE SUBSIDIARIES IS ADEQUATE WITH RESPECT TO THE BUSINESS OF THE PARENT, THE
BORROWER AND THE SUBSIDIARIES, TAKEN AS A WHOLE.
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SECTION 3.14
LABOR MATTERS.
AS OF THE CLOSING DATE THERE ARE NO STRIKES,
LOCKOUTS OR SLOWDOWNS AGAINST THE PARENT, THE BORROWER OR ANY SUBSIDIARY PENDING
OR, TO THE KNOWLEDGE OF THE PARENT AND THE BORROWER, THREATENED.
THE HOURS
WORKED BY AND PAYMENTS MADE TO EMPLOYEES OF THE PARENT, THE BORROWER AND THE
SUBSIDIARIES HAVE NOT BEEN IN MATERIAL VIOLATION OF THE FAIR LABOR STANDARDS ACT
OR ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN LAW DEALING WITH SUCH
MATTERS.
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, ALL PAYMENTS DUE FROM THE PARENT, THE BORROWER OR ANY SUBSIDIARY, OR FOR
WHICH ANY CLAIM MAY BE MADE AGAINST THE PARENT, THE BORROWER OR ANY SUBSIDIARY,
ON ACCOUNT OF WAGES AND EMPLOYEE HEALTH AND WELFARE INSURANCE AND OTHER
BENEFITS, HAVE BEEN PAID OR ACCRUED AS A LIABILITY ON THE BOOKS OF THE PARENT,
THE BORROWER OR SUCH SUBSIDIARY.
THE CONSUMMATION OF THE TRANSACTIONS WILL NOT
GIVE RISE TO ANY RIGHT OF TERMINATION OR RIGHT OF RENEGOTIATION ON THE PART OF
ANY UNION UNDER ANY COLLECTIVE BARGAINING AGREEMENT TO WHICH THE PARENT, THE
BORROWER OR ANY SUBSIDIARY IS BOUND.
SECTION 3.15
SOLVENCY.
IMMEDIATELY AFTER THE CONSUMMATION OF THE TRANSACTIONS
TO OCCUR ON THE CLOSING DATE, AS APPLICABLE, AND IMMEDIATELY FOLLOWING THE
MAKING OF EACH LOAN MADE ON THE CLOSING DATE AND AFTER GIVING EFFECT TO THE
APPLICATION OF THE PROCEEDS OF SUCH LOANS ON THE CLOSING DATE, THE LOAN PARTIES
(TAKEN AS A WHOLE) ARE SOLVENT.
SECTION 3.16
SECURITY INTERESTS.
(A)
PLEDGE AGREEMENT.
THE PLEDGE AGREEMENT IS EFFECTIVE TO CREATE IN
FAVOR OF THE COLLATERAL AGENT, FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, A
LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST IN ALL OF THE EQUITY INTERESTS OF
THE BORROWER AND EACH SUBSIDIARY PLEDGED PURSUANT THERETO AND ALL INDEBTEDNESS
OF EACH LOAN PARTY TO THE BORROWER OR ANY OTHER LOAN PARTY AND, WHEN THE PORTION
OF SUCH COLLATERAL CONSTITUTING INSTRUMENTS OR CERTIFICATED SECURITIES (AS
DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK) IS
DELIVERED TO THE COLLATERAL AGENT, SUCH SECURITY INTEREST SHALL CONSTITUTE A
FULLY PERFECTED FIRST PRIORITY LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT,
TITLE AND INTEREST OF THE PLEDGOR THEREUNDER IN SUCH COLLATERAL, IN