established, maintains,
contributes or has liability with respect to any employee benefit plan that is
covered by Title IV of ERISA which would be likely to have a Material Adverse
Effect.
22.21
MARGIN STOCK
(A)
NO BORROWER IS ENGAGED NOR WILL IT
ENGAGE PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF
OWNING OR EXTENDING CREDIT FOR THE PURPOSE OF "BUYING" OR "CARRYING" ANY MARGIN
STOCK.
(B)
NONE OF THE PROCEEDS OF ANY LOAN OR
OTHER EXTENSIONS OF CREDIT UNDER THIS AGREEMENT WILL BE USED, DIRECTLY OR
INDIRECTLY, FOR THE PURPOSE OF BUYING OR CARRYING ANY MARGIN STOCK, FOR THE
PURPOSE OF REDUCING OR RETIRING ANY INDEBTEDNESS THAT WAS ORIGINALLY INCURRED TO
BUY OR CARRY ANY MARGIN STOCK OR FOR ANY OTHER PURPOSE WHICH MIGHT CAUSE ALL OR
ANY LOANS OR OTHER EXTENSIONS OF CREDIT UNDER THIS AGREEMENT TO BE CONSIDERED A
"PURPOSE CREDIT" WITHIN THE MEANING OF REGULATION U OR REGULATION X.
(C)
NO BORROWER OR ANY AGENT ACTING ON ITS
BEHALF HAS TAKEN OR WILL TAKE ANY ACTION WHICH WOULD CAUSE THE FINANCE DOCUMENTS
TO VIOLATE ANY REGULATION OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM OF THE UNITED STATES.
22.22
PENSIONS
Other than as described in the Original Financial Statements of the Group, no
member of the Group (other than any U.S. Group Company, for which pension
matters are addressed in Section 22.20) has any liability in relation to
pensions or employee benefit schemes which would be likely to have a Material
Adverse Effect.
22.23
INVESTMENT COMPANIES
No Obligor is an "investment company" as such term is defined in the Investment
Company Act of 1940 of the United States (the "1940 Act") or otherwise subject
to
80
regulation under the 1940 Act or subject to regulation under any United States
federal or state statute or regulation restricting or limiting its ability to
incur indebtedness other than statutes and regulations of general application.
22.24
ANTI-TERRORISM LAWS
(A)
TO THE BEST OF THE OBLIGORS' KNOWLEDGE,
NO OBLIGOR NOR ANY AFFILIATE THEREOF: (I) IS, OR IS CONTROLLED BY, A RESTRICTED
PARTY IN CONTRAVENTION OF AN ANTI-TERRORISM LAW; (II) HAS RECEIVED FUNDS OR
OTHER PROPERTY FROM A RESTRICTED PARTY; OR (III) IS IN BREACH OF OR IS THE
SUBJECT OF ANY ACTION OR INVESTIGATION UNDER ANY ANTI-TERRORISM LAW.
(B)
EACH OBLIGOR HAS TAKEN REASONABLE
MEASURES TO ENSURE COMPLIANCE WITH THE ANTI-TERRORISM LAWS AND NO OBLIGOR KNOWS
OF ANY FAILURE TO TAKE REASONABLE MEASURES TO ENSURE COMPLIANCE WITH AN
ANTI-TERRORISM LAW BY ANY OF ITS AFFILIATES.
22.25
TIMES ON WHICH REPRESENTATIONS ARE MADE
(A)
ALL THE REPRESENTATIONS AND WARRANTIES
IN THIS CLAUSE 22 ARE MADE TO EACH FINANCE PARTY ON THE DATE OF THIS AGREEMENT
AND ON THE CLOSING DATE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET OUT IN
(I) CLAUSE 22.10 (NO MISLEADING INFORMATION) RELATING TO THE INFORMATION
MEMORANDUM WHICH ARE TO BE MADE BY THE COMPANY ON THE DATE THAT THE INFORMATION
MEMORANDUM IS APPROVED BY IT AND ON THE SYNDICATION DATE, AND (II)