OF, OR COMPLIANCE WITH, THE LOAN
DOCUMENTS, WERE PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE
REASONABLE AT THE TIME.
5.11.
REGULATION U.
NEITHER THE PARENT, THE BORROWER NOR ANY SUBSIDIARY
IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS
OF EXTENDING CREDIT FOR THE PURPOSE, WHETHER IMMEDIATE, INCIDENTAL OR ULTIMATE
OF BUYING OR CARRYING MARGIN STOCK (AS DEFINED IN REGULATION U), AND AFTER
APPLYING THE PROCEEDS OF EACH CREDIT EXTENSION, MARGIN STOCK
45
(AS DEFINED IN REGULATION U) CONSTITUTES LESS THAN 25% OF THE VALUE OF THOSE
ASSETS OF THE PARENT, THE BORROWER AND THE SUBSIDIARIES WHICH ARE SUBJECT TO ANY
LIMITATION ON SALE, PLEDGE, OR ANY OTHER RESTRICTION ON DISPOSITION HEREUNDER.
5.12.
COMPLIANCE WITH LAWS.
THE PARENT, THE BORROWER AND THE
SUBSIDIARIES HAVE COMPLIED WITH ALL APPLICABLE STATUTES, RULES, REGULATIONS,
ORDERS AND RESTRICTIONS OF ANY DOMESTIC OR FOREIGN GOVERNMENT OR ANY
INSTRUMENTALITY OR AGENCY THEREOF HAVING JURISDICTION OVER THE CONDUCT OF THEIR
RESPECTIVE BUSINESSES OR THE OWNERSHIP OF THEIR RESPECTIVE PROPERTY, EXCEPT TO
THE EXTENT ANY FAILURE TO SO COMPLY, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.13.
OWNERSHIP OF PROPERTIES.
THE PARENT, THE BORROWER AND THE
SUBSIDIARIES HAVE GOOD TITLE, FREE OF ALL LIENS OTHER THAN THOSE PERMITTED BY
SECTION 6.15, TO ALL OF THE ASSETS REFLECTED IN THE PARENT'S MOST RECENT
CONSOLIDATED FINANCIAL STATEMENTS PROVIDED TO THE AGENT, AS OWNED BY THE PARENT,
THE BORROWER AND THE SUBSIDIARIES EXCEPT (I) ASSETS SOLD OR OTHERWISE
TRANSFERRED AS PERMITTED UNDER SECTION 6.12 AND (II) TO THE EXTENT THE FAILURE
TO HOLD SUCH TITLE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
5.14.
PLAN ASSETS; PROHIBITED TRANSACTIONS.
NONE OF THE CREDIT PARTIES
IS AN ENTITY DEEMED TO HOLD "PLAN ASSETS" WITHIN THE MEANING OF 29 C.F.R. §
2510.3-101 OF AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA)
WHICH IS SUBJECT TO TITLE I OF ERISA OR ANY PLAN (WITHIN THE MEANING OF SECTION
4975 OF THE CODE), AND ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND
WARRANTIES MADE IN SECTION 9.12 AND IN ANY ASSIGNMENT MADE PURSUANT TO SECTION
12.3.3, NEITHER THE EXECUTION OF THIS AGREEMENT NOR THE MAKING OF REVOLVING
LOANS HEREUNDER GIVES RISE TO A PROHIBITED TRANSACTION WITHIN THE MEANING OF
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.
5.15.
ENVIRONMENTAL MATTERS.
TO THE KNOWLEDGE OF THE BORROWER, NO FACTS,
CIRCUMSTANCES OR CONDITIONS CURRENTLY EXIST WITH RESPECT TO THE PARENT AND ITS
SUBSIDIARIES THAT WOULD REASONABLY BE EXPECTED TO RESULT IN THE PARENT OR SUCH
SUBSIDIARY INCURRING LIABILITY UNDER ENVIRONMENTAL LAW THAT WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. NEITHER THE PARENT, THE BORROWER NOR
ANY SUBSIDIARY HAS RECEIVED ANY NOTICE TO THE EFFECT THAT ITS OPERATIONS ARE NOT
IN MATERIAL COMPLIANCE WITH ANY OF THE REQUIREMENTS OF APPLICABLE ENVIRONMENTAL
LAWS OR ARE THE SUBJECT OF ANY FEDERAL OR STATE INVESTIGATION EVALUATING WHETHER
ANY REMEDIAL ACTION IS NEEDED TO RESPOND TO