OF RELEASE, OF HAZARDOUS MATERIALS AT OR FROM PROPERTIES
OWNED, LEASED OR OPERATED BY THE COMPANY OR ANY SUBSIDIARY, NOW OR IN THE PAST,
IN VIOLATION OF OR IN A MANNER THAT COULD REASONABLY BE EXPECTED TO GIVE RISE TO
MATERIAL LIABILITY UNDER ANY ENVIRONMENTAL LAW.
5.16
INVESTMENT COMPANY/GOVERNMENT REGULATIONS.
NO GROUP
MEMBER IS AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS
SUBJECT TO REGULATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS
AMENDED, THE FEDERAL POWER ACT, THE INTERSTATE COMMERCE ACT, OR ANY FEDERAL OR
STATE STATUTE OR REGULATION LIMITING ITS ABILITY TO INCUR INDEBTEDNESS.
5.17
SUBSIDIARIES.
(A)
SCHEDULE 5.17 SETS FORTH THE NAME AND JURISDICTION OF
ORGANIZATION OF EACH SUBSIDIARY AND, AS TO EACH SUCH SUBSIDIARY, THE PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY GROUP MEMBER AND THE NAMES OF AND
PERCENTAGE OF EACH CLASS OF CAPITAL STOCK OWNED BY OTHER PERSONS.
(B)
OTHER THAN AS LISTED ON SCHEDULE 5.17 HERETO, NEITHER THE
COMPANY OR ANY SUBSIDIARY HAS, ON THE CLOSING DATE, OUTSTANDING OPTIONS,
WARRANTS OR OTHER RIGHTS TO PURCHASE OR SUBSCRIBE TO CAPITAL STOCK OF ANY
SUBSIDIARY OR OUTSTANDING SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR
CAPITAL STOCK OF ANY SUBSIDIARY OR CONTRACTS, COMMITMENTS, AGREEMENTS,
UNDERSTANDINGS OR ARRANGEMENTS OF ANY KIND RELATING TO THE ISSUANCE OF ANY
CAPITAL STOCK OF ANY SUBSIDIARY, ANY SUCH CONVERTIBLE OR EXCHANGEABLE SECURITIES
OR ANY SUCH OPTIONS, WARRANTS OR RIGHTS.
(C)
OTHER THAN AS LISTED ON SCHEDULE 5.17, HERETO, NO GROUP MEMBER
OWNS OF RECORD OR BENEFICIALLY, DIRECTLY OR INDIRECTLY (I) ANY SHARES OF
OUTSTANDING CAPITAL STOCK OR SECURITIES CONVERTIBLE INTO CAPITAL STOCK OF ANY
OTHER CORPORATION, OR (II) ANY EQUITY, VOTING OR PARTICIPATING INTEREST IN ANY
LIMITED LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE OR OTHER NON-CORPORATE
BUSINESS ENTERPRISES.
5.18
PRIVATE OFFERING.
NO FORM OF GENERAL SOLICITATION
OR GENERAL ADVERTISING WAS USED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR
THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THE OFFER OR SALE OF THE
NOTE.
ASSUMING THE ACCURACY OF THE PURCHASER'S REPRESENTATIONS AND WARRANTIES
HEREIN, NO REGISTRATION OF THE NOTE PURSUANT TO THE PROVISIONS OF THE SECURITIES
ACT OR THE STATE SECURITIES OR "BLUE SKY" LAWS WILL BE REQUIRED FOR THE OFFER,
SALE OR ISSUANCE OF THE NOTE AS CONTEMPLATED BY THIS AGREEMENT.
THE COMPANY
AGREES THAT NEITHER IT, NOR ANYONE ACTING ON ITS BEHALF, WILL OFFER TO SELL THE
NOTE OR ANY OTHER SECURITY SO AS TO REQUIRE THE REGISTRATION OF THE NOTE
PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR ANY STATE SECURITIES OR
"BLUE SKY" LAWS.
5.19
BROKER'S, FINDER'S OR SIMILAR FEES.
EXCEPT AS SET
FORTH ON SCHEDULE 5.19, THE COMPANY DOES NOT OWE ANY FEES OR COMMISSIONS OF ANY
KIND, OR KNOW OF ANY CLAIM FOR ANY FEES OR COMMISSIONS, IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT THOSE CONTEMPLATED HEREBY OR PAID
DIRECTLY TO THE ADMINISTRATIVE AGENTS AND THE LENDERS IN CONNECTION WITH THE
SENIOR LOAN AGREEMENTS.
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