SUBSIDIARIES ARE INSURED WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES (EXCEPT TO THE EXTENT SELF-INSURANCE IS PERMITTED PURSUANT TO SECTION
6.06), IN SUCH
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AMOUNTS, WITH SUCH DEDUCTIBLES AND COVERING SUCH RISKS AS ARE CUSTOMARILY
CARRIED BY COMPANIES ENGAGED IN SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTIES
IN LOCALITIES WHERE THE COMPANY OR SUCH SUBSIDIARY OPERATES.
SECTION 5.14.
FULL DISCLOSURE.
THE COMPANY HAS MADE AVAILABLE TO THE LENDERS
ALL MATERIAL AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO
WHICH IT OR ANY OF ITS SUBSIDIARIES IS SUBJECT AND ALL REPORTS OR OTHER FILINGS
MADE BY THE COMPANY UNDER THE EXCHANGE ACT OR SECURITIES ACT, AND DISCLOSED,
THROUGH THE REPORTS AND OTHER FILINGS MADE BY THE COMPANY UNDER THE EXCHANGE ACT
OR SECURITIES ACT OR OTHERWISE, ALL OTHER MATTERS KNOWN TO IT THAT, INDIVIDUALLY
OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
NEITHER THE INFORMATION MEMORANDUM NOR ANY OF THE OTHER
REPORTS, FINANCIAL STATEMENTS, CERTIFICATES OR OTHER INFORMATION CERTIFIED AS
BEING TRUE AND CORRECT BY OR ON BEHALF OF THE COMPANY TO THE ADMINISTRATIVE
AGENT OR ANY LENDER IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT OR
DELIVERED HEREUNDER (AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO
CERTIFIED) CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL 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 FINANCIAL INFORMATION, THE COMPANY REPRESENTS ONLY THAT
SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO
BE REASONABLE AT THE TIME.
SECTION 5.15.
PUBLIC UTILITY HOLDING COMPANY ACT; INVESTMENT COMPANY ACT.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES ARE A "HOLDING COMPANY", OR A
"SUBSIDIARY COMPANY" OF A "HOLDING COMPANY", WITHIN THE MEANING OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
THE COMPANY IS NOT AND IS NOT
REQUIRED TO BE REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT
COMPANY ACT OF 1940.
SECTION 5.16.
TITLE TO PROPERTIES.
(A)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS GOOD AND MARKETABLE
TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL REAL PROPERTY NECESSARY OR USED
IN THE ORDINARY CONDUCT OF ITS BUSINESS, EXCEPT FOR LIENS PERMITTED BY
SECTION 7.01 AND FOR SUCH DEFECTS IN TITLE AS WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE COMPANY AND EACH OF ITS SUBSIDIARIES OWNS, OR IS LICENSED TO
USE, ALL TRADEMARKS, TRADENAMES, COPYRIGHTS, PATENTS AND OTHER INTELLECTUAL
PROPERTY MATERIAL TO ITS BUSINESS, AND THE USE THEREOF BY THE COMPANY AND ITS
SUBSIDIARIES DOES NOT INFRINGE UPON THE RIGHTS OF ANY OTHER PERSON, EXCEPT FOR
ANY SUCH INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
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ARTICLE VI
AFFIRMATIVE COVENANTS
So long as any principal of, or interest on, any Loan or fee due hereunder
remains unpaid, or any portion of the Commitments