FULLY PAID AND NON-ASSESSABLE AND WERE NOT
ISSUED IN VIOLATION OF THE PREEMPTIVE RIGHTS OF ANY SHAREHOLDER AND ARE OWNED BY
HOLDINGS, DIRECTLY OR INDIRECTLY, FREE AND CLEAR OF ALL LIENS (OTHER THAN THOSE
ARISING UNDER THE COLLATERAL DOCUMENTS).
AS OF THE CLOSING DATE, OTHER THAN AS
SET FORTH ON SCHEDULE 5.13, 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 COMPANY AND ITS SUBSIDIARIES.
SECTION 5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.
(A)
NO GROUP COMPANY 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 PROCEEDS OF THE LOANS WILL BE USED, DIRECTLY OR INDIRECTLY, FOR THE
PURPOSE OF PURCHASING OR CARRYING ANY "MARGIN STOCK" IN VIOLATION OF REGULATION
U.
IF REQUESTED BY ANY LENDER OR THE ADMINISTRATIVE AGENT, THE COMPANY 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) WILL VIOLATE OR RESULT IN A VIOLATION OF THE SECURITIES
ACT, THE EXCHANGE ACT OR REGULATION T, U OR X.
(B)
NO GROUP COMPANY IS SUBJECT TO REGULATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE FEDERAL POWER ACT OR THE INVESTMENT COMPANY ACT
OF 1940, EACH AS AMENDED.
IN ADDITION, NONE OF THE GROUP COMPANIES IS (I) AN
"INVESTMENT COMPANY" REGISTERED OR REQUIRED TO BE REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED, (II) CONTROLLED BY SUCH A COMPANY,
OR (III) A "HOLDING COMPANY," A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY," OR
AN "AFFILIATE" OF A "HOLDING COMPANY" OR OF A "SUBSIDIARY" OF A "HOLDING
COMPANY," WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1934,
AS AMENDED.
SECTION 5.15
DISCLOSURE.
NO STATEMENT, INFORMATION, REPORT, REPRESENTATION, OR
WARRANTY MADE BY ANY LOAN PARTY IN ANY TERM LOAN DOCUMENT OR FURNISHED TO THE
ADMINISTRATIVE AGENT OR ANY LENDER BY OR ON BEHALF OF ANY LOAN PARTY IN
CONNECTION WITH ANY TERM LOAN DOCUMENT, TAKEN AS A WHOLE
63