AUTHORIZED AND ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE. THERE ARE NO
OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, COMMITMENTS, PREEMPTIVE RIGHTS OR
AGREEMENTS OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY STOCKHOLDERS' OR
VOTING TRUST AGREEMENTS) FOR THE ISSUANCE, SALE, REGISTRATION OR VOTING OF, OR
OUTSTANDING SECURITIES CONVERTIBLE INTO, ANY ADDITIONAL SHARES OF CAPITAL STOCK
OF ANY CLASS, OR PARTNERSHIP OR OTHER OWNERSHIP INTERESTS OF ANY TYPE IN, ANY
SUCH SUBSIDIARY. SCHEDULE 6
HERETO CONTAINS AN ACCURATE LIST OF ALL INVESTMENT
AFFILIATES OF BORROWER, INCLUDING THE CORRECT LEGAL NAME OF SUCH INVESTMENT
AFFILIATE, THE TYPE OF LEGAL ENTITY WHICH EACH SUCH INVESTMENT AFFILIATE IS, AND
THE TYPE AND AMOUNT OF ALL EQUITY INTERESTS IN SUCH INVESTMENT AFFILIATE HELD
DIRECTLY OR INDIRECTLY BY BORROWER.
5.8
ERISA.
THE UNFUNDED
LIABILITIES OF ALL SINGLE EMPLOYER PLANS DO NOT IN THE AGGREGATE EXCEED
$1,000,000.
NEITHER THE BORROWER NOR ANY OTHER MEMBER OF THE CONTROLLED GROUP
HAS INCURRED, OR IS REASONABLY EXPECTED TO INCUR, ANY WITHDRAWAL LIABILITY TO
MULTIEMPLOYER PLANS IN EXCESS OF $250,000 IN THE AGGREGATE.
EACH PLAN COMPLIES
IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF LAW AND
REGULATIONS, NO REPORTABLE EVENT HAS OCCURRED WITH RESPECT TO ANY PLAN, NEITHER
THE BORROWER NOR ANY OTHER MEMBERS OF THE CONTROLLED GROUP HAS WITHDRAWN FROM
ANY PLAN OR INITIATED STEPS TO DO SO, AND NO STEPS HAVE BEEN TAKEN TO REORGANIZE
OR TERMINATE ANY PLAN.
5.9
ACCURACY OF
INFORMATION.
NO INFORMATION, EXHIBIT OR REPORT FURNISHED BY 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.
5.10
REGULATION U.
THE
BORROWER HAS NOT USED THE PROCEEDS OF ANY ADVANCE TO BUY OR CARRY ANY MARGIN
STOCK (AS DEFINED IN REGULATION U) IN VIOLATION OF THE TERMS OF THIS AGREEMENT.
5.11
MATERIAL AGREEMENTS.
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS A PARTY TO ANY AGREEMENT OR
INSTRUMENT OR SUBJECT TO ANY CHARTER OR OTHER CORPORATE 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 (I) ANY
AGREEMENT TO WHICH IT IS A PARTY, WHICH DEFAULT COULD HAVE A MATERIAL ADVERSE
EFFECT, OR (II) ANY AGREEMENT OR INSTRUMENT EVIDENCING OR GOVERNING
INDEBTEDNESS, WHICH DEFAULT WOULD CONSTITUTE A DEFAULT HEREUNDER.
5.12
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 FOR ANY NON-COMPLIANCE WHICH WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
NEITHER THE BORROWER NOR ANY SUBSIDIARY HAS RECEIVED ANY NOTICE TO THE
EFFECT THAT ITS OPERATIONS ARE NOT IN MATERIAL