INVESTMENT COMPANY ACT OF 1940,
AS AMENDED, OR (II) A "HOLDING COMPANY," A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY," OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR OF A "SUBSIDIARY COMPANY"
OF A "HOLDING COMPANY," WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935, AS AMENDED.
5.18
INSURANCE.
SCHEDULE 5.18 SETS FORTH, AS OF THE
CLOSING DATE, AN ACCURATE AND COMPLETE LIST AND A BRIEF DESCRIPTION (INCLUDING
THE INSURER, POLICY NUMBER, TYPE OF INSURANCE, COVERAGE LIMITS, DEDUCTIBLES,
EXPIRATION DATES AND ANY SPECIAL CANCELLATION CONDITIONS) OF ALL
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policies of property and casualty, liability (including, but not limited to,
product liability), business interruption, workers' compensation, and other
forms of insurance owned or held by the Parent and its Subsidiaries or pursuant
to which any of their respective assets are insured.
The assets, properties and
business of the Parent and its Subsidiaries are insured against such hazards and
liabilities, under such coverages and in such amounts, as are customarily
maintained by prudent companies similarly situated and under policies issued by
insurers of recognized responsibility.
5.19
MATERIAL CONTRACTS.
SCHEDULE 5.19 LISTS, AS OF
THE CLOSING DATE, EACH CONTRACT OR OTHER AGREEMENT TO WHICH ANY CREDIT PARTY IS
A PARTY, BY WHICH ANY CREDIT PARTY OR ITS PROPERTIES IS BOUND OR TO WHICH ANY
CREDIT PARTY IS SUBJECT, IN EACH CASE THE TERMINATION OR CANCELLATION OF WHICH,
OR DEFAULT THEREUNDER OR BREACH THEREOF BY ANY CREDIT PARTY, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (COLLECTIVELY, "MATERIAL CONTRACTS"),
AND ALSO INDICATES THE PARTIES THERETO.
AS OF THE CLOSING DATE, (I) EACH
MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT AND IS ENFORCEABLE BY EACH CREDIT
PARTY THAT IS A PARTY THERETO IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, BY
GENERAL OR EQUITABLE PRINCIPLES OR BY PRINCIPLES OF GOOD FAITH AND FAIR DEALING,
AND (II) NO CREDIT PARTY OR, TO THE KNOWLEDGE OF ANY BORROWER, ANY OTHER PARTY
THERETO IS IN BREACH OF OR DEFAULT UNDER ANY MATERIAL CONTRACT IN ANY MATERIAL
RESPECT OR HAS GIVEN NOTICE OF TERMINATION OR CANCELLATION OF ANY MATERIAL
CONTRACT.
5.20
DEPOSIT ACCOUNTS.
SCHEDULE 5.20 LISTS, AS OF THE
CLOSING DATE, ALL DEPOSIT ACCOUNTS MAINTAINED BY ANY CREDIT PARTY AT ANY BANK OR
OTHER FINANCIAL INSTITUTION LOCATED IN THE UNITED STATES, AND LISTS IN EACH CASE
THE NAME IN WHICH THE ACCOUNT IS HELD, THE NAME OF THE DEPOSITORY INSTITUTION,
THE TYPE OF ACCOUNT AND THE ACCOUNT NUMBER.
5.21
SECURITY DOCUMENTS.
(A)
THE PROVISIONS OF EACH OF THE SECURITY
DOCUMENTS OTHER THAN THE MORTGAGES (WHETHER EXECUTED AND DELIVERED PRIOR TO OR
ON THE CLOSING DATE OR THEREAFTER) ARE AND WILL BE EFFECTIVE TO CREATE IN FAVOR
OF THE ADMINISTRATIVE AGENT, FOR ITS BENEFIT AND THE BENEFIT OF THE LENDERS, A
VALID AND ENFORCEABLE (SUBJECT, IN THE CASE OF DIRECT ENFORCEABILITY AGAINST
GOVERNMENTAL PAYORS OF ACCOUNTS OWING TO THE CREDIT PARTIES UNDER THE FEDERAL
MEDICARE AND MEDICAID PROGRAMS,