CLOSING DATE, SCHEDULE 5.12 SETS FORTH THE NAME AND JURISDICTION OF
EACH SUBSIDIARY, (B) SETS FORTH THE OWNERSHIP INTEREST OF THE BORROWER AND ANY
OTHER SUBSIDIARY IN EACH SUBSIDIARY, INCLUDING THE PERCENTAGE OF SUCH OWNERSHIP
AND (C) IDENTIFIES EACH SUBSIDIARY THAT IS A SUBSIDIARY THE EQUITY INTERESTS OF
WHICH ARE REQUIRED TO BE PLEDGED ON THE CLOSING DATE PURSUANT TO THE COLLATERAL
AND GUARANTEE REQUIREMENT.
SECTION 5.13
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
NO LOAN PARTY IS ENGAGED NOR WILL IT 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 FOR ANY
PURPOSE THAT VIOLATES REGULATION U.
90
(B)
NONE OF THE BORROWER, ANY PERSON CONTROLLING THE BORROWER OR ANY
SUBSIDIARY IS OR IS REQUIRED TO BE REGISTERED AS AN "INVESTMENT COMPANY" UNDER
THE INVESTMENT COMPANY ACT OF 1940.
SECTION 5.14
DISCLOSURE.
NO 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 ANY OTHER LOAN
DOCUMENT (AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED) WHEN
TAKEN AS A WHOLE 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 MATERIALLY MISLEADING; PROVIDED
THAT, WITH RESPECT TO PROJECTED FINANCIAL INFORMATION AND PRO FORMA FINANCIAL
INFORMATION, THE BORROWER REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN
GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME OF
PREPARATION; IT BEING UNDERSTOOD THAT SUCH PROJECTIONS MAY VARY FROM ACTUAL
RESULTS AND THAT SUCH VARIANCES MAY BE MATERIAL.
SECTION 5.15
INTELLECTUAL PROPERTY; LICENSES, ETC.
EACH OF THE LOAN
PARTIES AND THEIR SUBSIDIARIES OWN, LICENSE OR POSSESS THE RIGHT TO USE, ALL OF
THE TRADEMARKS, SERVICE MARKS, TRADE NAMES, DOMAIN NAMES, COPYRIGHTS, PATENTS,
PATENT RIGHTS, LICENSES, TECHNOLOGY, SOFTWARE, KNOW-HOW DATABASE RIGHTS, DESIGN
RIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, "IP RIGHTS") THAT
ARE REASONABLY NECESSARY FOR THE OPERATION OF THEIR RESPECTIVE BUSINESSES AS
CURRENTLY CONDUCTED, AND, WITHOUT CONFLICT WITH THE RIGHTS OF ANY PERSON, EXCEPT
TO THE EXTENT SUCH CONFLICTS, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO SUCH IP RIGHTS
INFRINGE UPON ANY RIGHTS HELD BY ANY PERSON EXCEPT FOR SUCH INFRINGEMENTS,
INDIVIDUALLY OR IN THE AGGREGATE, WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
NO CLAIM OR LITIGATION REGARDING ANY SUCH IP RIGHTS,
IS PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED AGAINST ANY LOAN
PARTY OR SUBSIDIARY, WHICH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.