Subsidiary that would, if made or
paid, have a Material Adverse Effect.
Neither any Loan Party nor any Subsidiary
thereof is party to any tax sharing agreement.
5.11.
[INTENTIONALLY OMITTED]
.
5.12.
SUBSIDIARIES
.
As of the Closing Date, the Company has no Significant Subsidiaries other
than those specifically disclosed in Schedule 5.12.
5.13.
MARGIN REGULATIONS; INVESTMENT COMPANY ACT
.
77
ActiveUS 170689984v.4
(A)
NO PROCEEDS OF ANY CREDIT EXTENSION WILL BE USED TO
PURCHASE, ACQUIRE OR CARRY ANY MARGIN STOCK (WITHIN THE MEANING OF REGULATION U
ISSUED BY THE FRB) IN VIOLATION OF THE PROVISIONS OF THE REGULATIONS OF THE FRB.
(B)
NO LOAN PARTY IS REQUIRED TO BE REGISTERED AS AN "INVESTMENT
COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940.
5.14.
DISCLOSURE
.
(A)
AS OF THE CLOSING DATE, THE REPORTS, FINANCIAL STATEMENTS,
CERTIFICATES AND OTHER WRITTEN INFORMATION FURNISHED 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 BY OR ON BEHALF OR ANY LOAN PARTY HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT (AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED) (OTHER
THAN THE PROJECTIONS, ESTIMATES AND INFORMATION OF A GENERAL ECONOMIC NATURE)
(TAKEN AS A WHOLE, THE "INFORMATION") AS OF THE DATE OF THIS AGREEMENT DO NOT,
TAKEN AS A WHOLE, CONTAIN ANY MATERIAL MISSTATEMENT OF FACT OR OMIT 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 PROJECTIONS, ESTIMATES, BUDGETS AND OTHER FORWARD-LOOKING
INFORMATION (TAKEN AS A WHOLE, THE "PROJECTIONS), THE BORROWERS REPRESENT AND
WARRANT, AS OF THE CLOSING DATE, ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD
FAITH BASED UPON ASSUMPTIONS BELIEVED BY THE COMPANY TO BE REASONABLE AT THE
TIME OF PREPARATION, IT BEING RECOGNIZED BY THE ADMINISTRATIVE AGENT AND THE
LENDERS THAT (X) SUCH PROJECTIONS ARE NOT TO BE VIEWED AS FACTS AND THAT ACTUAL
RESULTS DURING THE PERIOD OR PERIODS COVERED BY ANY SUCH PROJECTIONS MAY DIFFER
SIGNIFICANTLY FROM THE PROJECTED OR FORECASTED RESULTS AND THAT SUCH DIFFERENCES
MAY BE MATERIAL AND THAT SUCH PROJECTIONS ARE NOT A GUARANTEE OF FINANCIAL
PERFORMANCE AND (Y) NO REPRESENTATION IS MADE WITH RESPECT TO INFORMATION OF A
GENERAL ECONOMIC OR GENERAL INDUSTRY NATURE.
(B)
AS OF THE CLOSING DATE, THE INFORMATION INCLUDED IN EACH
BENEFICIAL OWNERSHIP CERTIFICATION IS TRUE AND CORRECT IN ALL RESPECTS.
5.15.
[INTENTIONALLY OMITTED]
.
5.16.
FOREIGN ASSETS CONTROL REGULATIONS, ETC
.
Neither the Company nor any of its Subsidiaries is an entity on the
"Specially Designated Nationals and Blocked Persons" list maintained by OFAC.
5.17.
OFAC
.
Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of
the Company and its Subsidiaries, any director, officer, employee, or affiliate
under the control of the Company or a subsidiary thereof, is an individual or
entity that is, or is more than 50% owned or controlled by