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.
THE COPY OF THE CHARTER OF EACH LOAN PARTY
AND EACH AMENDMENT THERETO PROVIDED PURSUANT TO SECTION 4.01(A)(VIII) IS A TRUE
AND CORRECT COPY OF EACH SUCH DOCUMENT, EACH OF WHICH IS VALID AND IN FULL FORCE
AND EFFECT.
SECTION 5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
BORROWER IS NOT 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.
(B)
NONE OF BORROWER, ANY PERSON CONTROLLING
BORROWER, OR ANY SUBSIDIARY OF BORROWER IS OR IS REQUIRED TO BE REGISTERED AS AN
"INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940.
SECTION 5.15
DISCLOSURE.
BORROWER HAS DISCLOSED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS ALL AGREEMENTS, INSTRUMENTS AND CORPORATE
OR OTHER RESTRICTIONS TO WHICH IT OR ANY PLEDGED SUBSIDIARY OR ANY LOAN PARTY 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 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 INFORMATION, BORROWER REPRESENTS ONLY
THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED
TO BE REASONABLE AT THE TIME; IT BEING UNDERSTOOD THAT SUCH PROJECTIONS MAY VARY
FROM ACTUAL RESULTS AND THAT SUCH VARIATIONS MAY BE MATERIAL.
SECTION 5.16
COMPLIANCE WITH LAWS.
EACH LOAN PARTY AND EACH
PLEDGED SUBSIDIARY IS IN COMPLIANCE IN ALL RESPECTS WITH THE REQUIREMENTS OF ALL
LAWS (INCLUDING ALL HEALTH CARE LAWS AND SEISMIC COMPLIANCE LAWS (GIVING EFFECT
TO ANY EXTENSIONS OR EXEMPTIONS THEN IN EXISTENCE), ALL APPLICABLE MEDICARE AND
MEDICAID RULES AND REGULATIONS, AND TO THE EXTENT APPLICABLE, THE CALIFORNIA
DEPARTMENT OF MANAGED CARE FINANCIAL SOLVENCY REGULATIONS) AND ALL ORDERS,
WRITS, INJUNCTIONS AND DECREES APPLICABLE TO IT OR TO ITS PROPERTIES, EXCEPT IN
SUCH INSTANCES IN WHICH (A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION
OR DECREE IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED OR (B) THE FAILURE TO COMPLY THEREWITH, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO MATERIAL OFFSETS HAVE BEEN ASSERTED AGAINST ANY LOAN PARTY BY ANY OBLIGOR
(INCLUDING