VALIDLY ISSUED, ARE FULLY PAID AND NON-ASSESSABLE (TO THE
EXTENT SUCH TERMS ARE APPLICABLE) AND ARE OWNED BY SUCH PERSON OR PERSONS AND IN
THE AMOUNTS SPECIFIED ON PART (C) OF SCHEDULE 5.13 FREE AND CLEAR OF ALL LIENS
EXCEPT THOSE CREATED UNDER THE COLLATERAL DOCUMENTS.
AS OF THE CLOSING DATE,
ALL OF THE OUTSTANDING EQUITY INTERESTS IN HOLDINGS HAVE BEEN VALIDLY ISSUED AND
ARE FULLY PAID AND NON-ASSESSABLE AND ARE OWNED BY SUCH PERSON OR PERSONS AND IN
THE AMOUNTS SPECIFIED ON PART (C) OF SCHEDULE 5.13, FREE AND CLEAR OF ALL
LIENS.
SET FORTH ON PART (D) OF SCHEDULE 5.13 IS A COMPLETE AND ACCURATE LIST
OF ALL LOAN PARTIES, SHOWING (AS TO EACH LOAN PARTY) THE JURISDICTION OF ITS
INCORPORATION, THE ADDRESS OF ITS PRINCIPAL PLACE OF BUSINESS AND ITS U.S.
TAXPAYER IDENTIFICATION NUMBER.
AS OF THE CLOSING DATE, THE COPY OF THE CHARTER
OF EACH LOAN PARTY AND EACH AMENDMENT THERETO PROVIDED PURSUANT TO SECTION
4.01(A)(VI) IS A TRUE AND CORRECT COPY OF EACH SUCH DOCUMENT, EACH OF WHICH IS
VALID AND IN FULL FORCE AND EFFECT.
5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
THE BORROWER IS NOT ENGAGED AND WILL NOT ENGAGE, PRINCIPALLY OR AS
ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF PURCHASING OR CARRYING
MARGIN STOCK (WITHIN THE MEANING OF REGULATION U ISSUED BY THE FRB), OR
EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK AND NO
PROCEEDS OF ANY BORROWINGS OR DRAWINGS UNDER ANY LETTER OF CREDIT WILL BE USED
TO PURCHASE OR CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE
PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK.
(B)
NO LOAN PARTY, NOR ANY PERSON CONTROLLING ANY LOAN PARTY OR ANY
SUBSIDIARIES OF ANY LOAN PARTY IS OR IS REQUIRED TO BE REGISTERED AS AN
"INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940.
NEITHER THE
MAKING OF ANY LOAN, NOR THE ISSUANCE OF ANY LETTERS OF CREDIT, NOR THE
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APPLICATION OF THE PROCEEDS OR REPAYMENT THEREOF BY THE BORROWER, NOR THE
CONSUMMATION OF THE OTHER TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, WILL
VIOLATE ANY PROVISION OF THE INVESTMENT COMPANY ACT OF 1940 OR ANY RULE,
REGULATION OR ORDER OF THE SEC THEREUNDER.
5.15
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE AGENTS AND THE
LENDERS ALL AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH
IT OR ANY OF ITS SUBSIDIARIES OR ANY OTHER LOAN PARTY IS SUBJECT, AND ALL OTHER
MATTERS KNOWN TO IT, THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER THE INFORMATION
MEMORANDUM NOR ANY REPORT, FINANCIAL STATEMENT, CERTIFICATE OR OTHER WRITTEN
INFORMATION FURNISHED BY OR ON BEHALF OF ANY LOAN PARTY TO ANY AGENT OR ANY
LENDER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THE
NEGOTIATION OF THIS AGREEMENT OR DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT (IN EACH CASE AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO
FURNISHED) CONTAINS ANY MATERIAL MISSTATEMENT OF FACT