ERISA AFFILIATE HAS ENGAGED IN A TRANSACTION THAT COULD BE
SUBJECT TO SECTIONS 4069 OR 4212(C) OF ERISA, EXCEPT IN SUCH INSTANCES DESCRIBED
IN (I) THROUGH (V) ABOVE THAT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.13.
SUBSIDIARIES; EQUITY INTERESTS.
AS OF THE CLOSING DATE, HOLDINGS
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 NONASSESSABLE AND ARE OWNED BY
HOLDINGS, THE BORROWER OR ONE OF THEIR RESPECTIVE SUBSIDIARIES IN THE AMOUNTS
SPECIFIED ON PART (A) OF SCHEDULE 5.13 FREE AND CLEAR OF ALL LIENS OTHER THAN
NON-CONSENSUAL LIENS PERMITTED BY SECTION 7.01 THAT COULD NOT REASONABLY BE
EXPECTED TO MATERIALLY IMPAIR THE VALUE OF ANY SUCH EQUITY INTEREST AS
COLLATERAL.
AS OF THE CLOSING DATE, HOLDINGS AND THE BORROWER HAVE NO EQUITY
INVESTMENTS IN ANY OTHER CORPORATION OR ENTITY OTHER THAN THOSE SPECIFICALLY
DISCLOSED IN PART (B) OF SCHEDULE 5.13.
ALL OF THE OUTSTANDING EQUITY INTERESTS
IN THE BORROWER HAVE BEEN VALIDLY ISSUED, AND ARE FULLY PAID AND NONASSESSABLE.
EXCEPT AS DISCLOSED IN FINANCIAL STATEMENTS DELIVERED UNDER THIS AGREEMENT AND
PART (C) OF SCHEDULE 5.13, THERE ARE NO OUTSTANDING SUBSCRIPTIONS, OPTIONS,
WARRANTS, CALLS, RIGHTS OR OTHER AGREEMENTS OR COMMITMENTS (OTHER THAN STOCK
OPTIONS GRANTED TO EMPLOYEES OR DIRECTORS AND DIRECTORS' QUALIFYING SHARES) OF
ANY NATURE RELATING TO ANY CAPITAL STOCK OF THE BORROWER, HOLDINGS OR ANY
SUBSIDIARY, EXCEPT IN EACH CASE AS CREATED BY THE LOAN DOCUMENTS.
5.14.
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
HOLDINGS, THE BORROWER AND EACH SUBSIDIARY 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.
NO PART OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS
OF CREDIT WILL BE USED FOR ANY PURPOSE WHICH VIOLATES, OR WHICH WOULD BE
INCONSISTENT WITH, THE PROVISIONS OF REGULATION T, U OR X OF SUCH BOARD OF
GOVERNORS.
(B)
NONE OF HOLDINGS, THE BORROWER, ANY OF THEIR RESPECTIVE SUBSIDIARIES
OR ANY PERSON CONTROLLING HOLDINGS, THE BORROWER, OR ANY SUBSIDIARY IS OR IS
REQUIRED TO BE REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT
COMPANY ACT OF 1940.
75
5.15.
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE ADMINISTRATIVE AGENT
AND ALL LENDERS ALL AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS
TO WHICH IT OR ANY OF ITS SUBSIDIARIES 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.
NO REPORT, FINANCIAL STATEMENT,
CERTIFICATE OR OTHER INFORMATION FURNISHED (WHETHER IN WRITING OR ORALLY) 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