4212(C) OF
ERISA.
80
5.13
SUBSIDIARIES; LOAN PARTIES.
AS OF THE CLOSING DATE, THE BORROWER
HAS NO SUBSIDIARIES OTHER THAN THOSE SPECIFICALLY DISCLOSED IN PART (A) OF
SCHEDULE 5.13, AND ALL OF THE OUTSTANDING EQUITY INTERESTS IN SUCH SUBSIDIARIES
HAVE BEEN VALIDLY ISSUED, ARE FULLY PAID AND NON-ASSESSABLE AND ARE OWNED BY THE
PERSONS IN THE AMOUNTS SPECIFIED ON PART (A) OF SCHEDULE 5.13 FREE AND CLEAR OF
ALL LIENS EXCEPT THOSE CREATED UNDER THE COLLATERAL DOCUMENTS.
SET FORTH ON
PART (B) OF SCHEDULE 5.13 IS A COMPLETE AND ACCURATE LIST OF ALL LOAN PARTIES,
SHOWING AS OF THE CLOSING DATE (AS TO EACH LOAN PARTY) THE JURISDICTION OF ITS
INCORPORATION, THE EXACT LEGAL NAME OF EACH LOAN PARTY, THE ADDRESS OF ITS
PRINCIPAL PLACE OF BUSINESS AND ITS U.S. TAXPAYER IDENTIFICATION NUMBER OR, IN
THE CASE OF ANY NON-U.S. LOAN PARTY THAT DOES NOT HAVE A U.S. TAXPAYER
IDENTIFICATION NUMBER, ITS UNIQUE IDENTIFICATION NUMBER ISSUED TO IT BY THE
JURISDICTION OF ITS INCORPORATION.
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.
FOLLOWING THE APPLICATION OF THE PROCEEDS OF EACH BORROWING OR DRAWING UNDER
EACH LETTER OF CREDIT, NOT MORE THAN 25% OF THE VALUE OF THE ASSETS (EITHER OF
THE BORROWER ONLY OR OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES ON A
CONSOLIDATED BASIS) SUBJECT TO THE PROVISIONS OF SECTION 7.01 OR SECTION 7.05 OR
SUBJECT TO ANY RESTRICTION CONTAINED IN ANY AGREEMENT OR INSTRUMENT BETWEEN THE
BORROWER AND ANY LENDER OR ANY AFFILIATE OF ANY LENDER RELATING TO INDEBTEDNESS
AND WITHIN THE SCOPE OF SECTION 8.01(E) WILL BE MARGIN STOCK.
(B)
NONE OF THE BORROWER, ANY PERSON CONTROLLING THE BORROWER, OR ANY
RESTRICTED SUBSIDIARY IS OR IS REQUIRED TO BE REGISTERED AS AN "INVESTMENT
COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940.
5.15
DISCLOSURE.
NO REPORT, FINANCIAL STATEMENT, CERTIFICATE OR OTHER
INFORMATION FURNISHED IN WRITING BY OR ON BEHALF OF ANY LOAN PARTY TO THE
ADMINISTRATIVE 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 OR
OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING;
PROVIDED THAT, WITH RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWER
REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON
ESTIMATES AND ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME AND ACTUAL
FINANCIAL CONDITIONS OR RESULTS MAY MATERIALLY DIFFER FROM PROJECTED FINANCIAL
CONDITIONS OR RESULTS.
5.16
COMPLIANCE WITH LAWS.
THE BORROWER AND EACH OF ITS RESTRICTED
SUBSIDIARIES IS IN COMPLIANCE IN ALL