THE BORROWER OR ANY OF ITS SUBSIDIARIES TO THE
ADMINISTRATIVE AGENT OR TO ANY LENDER IN CONNECTION WITH THE NEGOTIATION OF, OR
COMPLIANCE WITH, THE LOAN DOCUMENTS CONTAINED ANY MATERIAL MISSTATEMENT OF FACT
OR OMITTED TO STATE A MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE STATEMENTS
CONTAINED THEREIN NOT MISLEADING.
5.11.
REGULATION U.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN
THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE, WHETHER IMMEDIATE, INCIDENTAL
OR ULTIMATE OF BUYING OR CARRYING MARGIN STOCK (AS DEFINED IN REGULATION U), AND
AFTER APPLYING THE PROCEEDS OF EACH CREDIT EXTENSION, MARGIN STOCK (AS DEFINED
IN REGULATION U) CONSTITUTES LESS THAN 25% OF THE VALUE OF THOSE ASSETS OF THE
BORROWER AND ITS SUBSIDIARIES WHICH ARE SUBJECT TO ANY LIMITATION ON SALE,
PLEDGE, OR ANY OTHER RESTRICTION HEREUNDER.
5.12.
MATERIAL AGREEMENTS.
EXCEPT AS DISCLOSED ON
SCHEDULE 5.12, NEITHER THE BORROWER NOR ANY SUBSIDIARY IS A PARTY TO ANY
AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY CHARTER OR OTHER CORPORATE
46
RESTRICTION WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS IN DEFAULT IN THE
PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS OR
CONDITIONS CONTAINED IN ANY AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY,
WHICH DEFAULT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.13.
COMPLIANCE WITH LAWS.
THE BORROWER AND ITS
SUBSIDIARIES HAVE COMPLIED WITH ALL APPLICABLE STATUTES, RULES, REGULATIONS,
ORDERS AND RESTRICTIONS OF ANY DOMESTIC OR FOREIGN GOVERNMENT OR ANY
INSTRUMENTALITY OR AGENCY THEREOF HAVING JURISDICTION OVER THE CONDUCT OF THEIR
RESPECTIVE BUSINESSES OR THE OWNERSHIP OF THEIR RESPECTIVE PROPERTY, EXCEPT TO
THE EXTENT THE FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.14.
OWNERSHIP OF PROPERTIES.
THE BORROWER AND ITS
SUBSIDIARIES HAVE GOOD TITLE, FREE OF ALL LIENS OTHER THAN THOSE PERMITTED BY
SECTION 6.15, TO ALL OF THE PROPERTY AND ASSETS REFLECTED IN THE BORROWER'S MOST
RECENT CONSOLIDATED FINANCIAL STATEMENTS PROVIDED TO THE ADMINISTRATIVE AGENT,
AS OWNED BY THE BORROWER AND ITS SUBSIDIARIES.
5.15.
PLAN ASSETS; PROHIBITED TRANSACTIONS.
THE BORROWER
IS NOT AN ENTITY DEEMED TO HOLD "PLAN ASSETS" WITHIN THE MEANING OF 29 C.F.R. §
2510.3-101 OF AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA)
WHICH IS SUBJECT TO TITLE I OF ERISA OR ANY PLAN (WITHIN THE MEANING OF
SECTION 4975 OF THE CODE), AND NEITHER THE EXECUTION OF THIS AGREEMENT NOR THE
MAKING OF LOANS HEREUNDER GIVES RISE TO A PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.
5.16.
ENVIRONMENTAL MATTERS.
THE BORROWER AND EACH
GUARANTOR IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ANY AND ALL
ENVIRONMENTAL LAWS APPLICABLE TO IT OR ITS PROPERTIES, INCLUDING, WITHOUT
LIMITATION, ALL ENVIRONMENTAL LAWS IN ALL JURISDICTIONS IN WHICH ANY OF THE
BORROWER OR SUCH GUARANTOR OWNS OR OPERATES, OR HAS OWNED OR OPERATED, A
FACILITY