ANY PENSION PLAN (OTHER THAN PREMIUMS
DUE AND NOT DELINQUENT UNDER SECTION 4007 OF ERISA); (IV) NEITHER THE COMPANY
NOR ANY ERISA AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY
LIABILITY (AND NO EVENT HAS OCCURRED WHICH, WITH THE GIVING OF NOTICE UNDER
SECTION 4219 OF ERISA, WOULD RESULT IN SUCH LIABILITY) UNDER SECTIONS 4201 OR
4243 OF ERISA WITH RESPECT TO A MULTIEMPLOYER PLAN; AND (V) NEITHER THE COMPANY
NOR ANY ERISA AFFILIATE HAS ENGAGED IN A TRANSACTION THAT COULD BE SUBJECT TO
SECTIONS 4069 OR 4212(C) OF ERISA.
5.13
SUBSIDIARIES; EQUITY INTERESTS.
AS OF THE CLOSING
DATE, THE COMPANY HAS NO SUBSIDIARIES OTHER THAN THOSE SPECIFICALLY DISCLOSED IN
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 A
LOAN PARTY IN THE AMOUNTS SPECIFIED ON SCHEDULE 5.13 FREE AND CLEAR OF ALL
LIENS. AS OF THE CLOSING DATE, THERE EXIST NO MATERIAL DOMESTIC SUBSIDIARIES
OTHER THAN AS LISTED ON SCHEDULE 1.01(S).
5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
NO BORROWER IS ENGAGED OR WILL 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.
FOLLOWING THE APPLICATION OF THE PROCEEDS OF EACH BORROWING NOT MORE THAN 25% OF
THE VALUE OF THE ASSETS (EITHER OF THE APPLICABLE BORROWER ONLY OR OF THE
COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS) SUBJECT TO THE PROVISIONS
OF SECTION 7.01 OR SECTION 7.04 OR SUBJECT TO ANY RESTRICTION CONTAINED IN ANY
AGREEMENT OR INSTRUMENT BETWEEN ANY BORROWER AND ANY LENDER OR ANY AFFILIATE OF
ANY LENDER RELATING TO INDEBTEDNESS AND WITHIN THE SCOPE OF SECTION 8.01(E) WILL
BE MARGIN STOCK.
(B)
NONE OF THE COMPANY, ANY PERSON CONTROLLING
THE COMPANY, OR ANY SUBSIDIARY IS OR IS REQUIRED TO BE REGISTERED AS AN
"INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940.
5.15
DISCLOSURE.
THE COMPANY HAS DISCLOSED IN FILINGS
MADE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS ALL AGREEMENTS, INSTRUMENTS
AND CORPORATE OR OTHER RESTRICTIONS TO WHICH IT OR ANY OF ITS SUBSIDIARIES IS
SUBJECT, AND ALL OTHER MATTERS OF WHICH IT HAS ACTUAL KNOWLEDGE, THAT, IN EACH
CASE INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
NO WRITTEN REPORT, FINANCIAL STATEMENT, CERTIFICATE
OR OTHER INFORMATION FURNISHED IN WRITING BY OR ON BEHALF OF ANY LOAN PARTY TO
THE ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TO THE COMPANY OR ITS
SUBSIDIARIES 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