OF THE ASSETS
OF ANY PLAN MEASURED ON THE BASIS OF FAIR MARKET VALUE AS OF THE LATEST
VALUATION DATE OF ANY PLAN; AND (VII) NO LIABILITY UNDER ANY TITLE IV PLAN HAS
BEEN SATISFIED WITH THE PURCHASE OF A CONTRACT FROM AN INSURANCE COMPANY THAT IS
NOT RATED AAA BY S&P OR AN EQUIVALENT RATING BY ANOTHER NATIONALLY RECOGNIZED
RATING AGENCY.
5.15
BROKERS.
NO BROKER OR FINDER ACTING ON BEHALF OF
ANY CREDIT PARTY OR AFFILIATE THEREOF BROUGHT ABOUT THE OBTAINING, MAKING OR
CLOSING OF THE LOANS, AND NO CREDIT PARTY OR AFFILIATE THEREOF HAS ANY
OBLIGATION TO ANY PERSON IN RESPECT OF ANY FINDER'S OR BROKERAGE FEES IN
CONNECTION THEREWITH.
5.16
DEPOSIT AND DISBURSEMENT ACCOUNTS.
SCHEDULE 5.16
LISTS ALL BANKS AND OTHER FINANCIAL INSTITUTIONS AT WHICH ANY CREDIT PARTY
MAINTAINS DEPOSIT OR OTHER ACCOUNTS AS OF THE CLOSING DATE, INCLUDING ANY
DISBURSEMENT ACCOUNTS, AND SUCH SCHEDULE CORRECTLY IDENTIFIES THE NAME, ADDRESS
AND TELEPHONE NUMBER OF EACH DEPOSITORY, THE NAME IN WHICH THE ACCOUNT IS HELD,
A DESCRIPTION OF THE PURPOSE OF THE ACCOUNT, AND THE COMPLETE ACCOUNT NUMBER
THEREFOR.
5.17
AGREEMENTS AND OTHER DOCUMENTS.
AS OF THE
CLOSING DATE, EACH CREDIT PARTY HAS PROVIDED TO AGENT OR ITS COUNSEL, ON BEHALF
OF LENDERS, ACCURATE AND COMPLETE COPIES (OR SUMMARIES) OF ALL OF THE FOLLOWING
AGREEMENTS OR DOCUMENTS TO WHICH IT IS SUBJECT AND EACH OF WHICH IS LISTED IN
SCHEDULE 5.17:
SUPPLY AGREEMENTS AND PURCHASE AGREEMENTS INVOLVING TRANSACTIONS
IN EXCESS OF $1,000,000 PER ANNUM; LEASES OF EQUIPMENT HAVING A REMAINING TERM
OF ONE YEAR OR LONGER AND REQUIRING AGGREGATE RENTAL AND OTHER PAYMENTS IN
EXCESS OF $500,000 PER ANNUM; LICENSES AND PERMITS HELD BY THE CREDIT PARTIES,
THE ABSENCE OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT; INSTRUMENTS AND DOCUMENTS EVIDENCING ANY INDEBTEDNESS OR GUARANTEED
INDEBTEDNESS OF SUCH CREDIT PARTY AND ANY LIEN GRANTED BY SUCH CREDIT PARTY WITH
RESPECT THERETO; AND INSTRUMENTS AND AGREEMENTS EVIDENCING THE ISSUANCE OF ANY
EQUITY SECURITIES, WARRANTS, RIGHTS OR OPTIONS TO PURCHASE EQUITY SECURITIES OF
SUCH CREDIT PARTY.
5.18
INSURANCE.
SCHEDULE 5.18 LISTS ALL INSURANCE
POLICIES OF ANY NATURE MAINTAINED, AS OF THE CLOSING DATE, FOR CURRENT
OCCURRENCES BY EACH CREDIT PARTY, AS WELL AS A SUMMARY OF THE KEY BUSINESS TERMS
OF EACH SUCH POLICY SUCH AS DEDUCTIBLES, COVERAGE LIMITS AND TERM OF POLICY.
46
5.19
SENIOR SECURED NOTE DOCUMENTS AND SENIOR
SUBORDINATED NOTE DOCUMENTS.
(A)
ALL ASPECTS OF THE TRANSACTIONS
CONTEMPLATED BY THE SENIOR SECURED NOTE DOCUMENTS HAVE BEEN EFFECTED IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH THE TERMS OF THE SENIOR SECURED NOTE
DOCUMENTS AND APPLICABLE LAW.
(B)
THE EXECUTION AND DELIVERY OF THE RELATED
TRANSACTIONS DOCUMENTS BY ANY CREDIT PARTY AND THE INCURRENCE OF INDEBTEDNESS BY
ANY CREDIT PARTY PURSUANT TO RELATED TRANSACTIONS DOCUMENTS, INCLUDING ANY
FUTURE ADVANCES HEREUNDER, WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY OF
THE SENIOR SUBORDINATED NOTE DOCUMENTS.
(C)
THE OBLIGATIONS CONSTITUTE SENIOR
INDEBTEDNESS (AS DEFINED IN THE SENIOR SUBORDINATED NOTE INDENTURE) UNDER THE
TERMS OF