SETS FORTH A TRUE, COMPLETE AND CORRECT
SUMMARY DESCRIPTION OF ALL MATERIAL INSURANCE MAINTAINED BY EACH LOAN PARTY.
SUCH INSURANCE IS IN FULL FORCE AND EFFECT AND ALL PREMIUMS HAVE BEEN DULY
PAID.
EACH LOAN PARTY HAS INSURANCE THROUGH INSURERS IT REASONABLY BELIEVES TO
BE OF RECOGNIZED FINANCIAL RESPONSIBILITY COVERING ITS PROPERTIES, OPERATIONS,
PERSONNEL AND BUSINESSES, INCLUDING BUSINESS INTERRUPTION INSURANCE, WHICH
INSURANCE IS IN AMOUNTS AND INSURES AGAINST SUCH LOSSES AND RISKS AS IT
REASONABLY BELIEVES ARE ADEQUATE TO PROTECT IT AND ITS SUBSIDIARIES AND THEIR
RESPECTIVE BUSINESSES; AND NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS
RECEIVED NOTICE FROM ANY INSURER OR AGENT OF SUCH INSURER THAT CAPITAL
IMPROVEMENTS OR OTHER EXPENDITURES ARE REQUIRED OR NECESSARY TO BE MADE IN ORDER
TO CONTINUE SUCH INSURANCE.
5.19.
AFFILIATE TRANSACTIONS.
ALL CONTRACTUAL OBLIGATIONS BETWEEN THE
BORROWER AND ANY OF ITS SUBSIDIARIES ON THE ONE HAND, AND THEIR RESPECTIVE
AFFILIATES, ON THE OTHER HAND, ARE DISCLOSED IN THE BORROWER'S MOST RECENT PROXY
STATEMENT FILED ON FORM 14A WITH THE SECURITIES AND EXCHANGE COMMISSION TO THE
EXTENT REQUIRED UNDER ITS REGULATIONS.
5.20.
ACCURACY OF INFORMATION.
NO STATEMENT OR INFORMATION CONTAINED IN
THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENT, CERTIFICATE OR
STATEMENT FURNISHED IN WRITING TO THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY
OF THEM (INCLUDING, WITHOUT LIMITATION, FILINGS MADE BY THE BORROWER UNDER THE
EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER), BY OR ON BEHALF OF ANY
LOAN PARTY FOR USE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, TAKEN AS A WHOLE TOGETHER WITH ALL OTHER
INFORMATION PROVIDED IN THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OTHER
SUCH DOCUMENT, CERTIFICATE OR STATEMENT, CONTAINED AS OF THE DATE SUCH
STATEMENT, INFORMATION, DOCUMENT OR CERTIFICATE WAS SO FURNISHED ANY UNTRUE
STATEMENT OF ANY FACT MATERIAL TO THE INTERESTS OF THE ADMINISTRATIVE AGENT OR
ANY LENDER, OR OMITTED TO STATE A FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED HEREIN OR THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING IN ANY RESPECT MATERIAL TO THE INTERESTS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER; PROVIDED THAT, WITH RESPECT TO PROJECTED
FINANCIAL INFORMATION, THE BORROWER REPRESENTS ONLY THAT SUCH INFORMATION WAS
PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED BY THE BORROWER TO BE
REASONABLE AT THE TIME.
THERE IS NO FACT KNOWN TO ANY LOAN PARTY THAT WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT THAT HAS NOT BEEN
EXPRESSLY DISCLOSED HEREIN, IN THE OTHER LOAN DOCUMENTS, IN THE BORROWER'S
FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE EXCHANGE
ACT ON FORM 10-Q MADE ON AUGUST 8, 2006, OR IN SUCH OTHER DOCUMENTS,
CERTIFICATES AND STATEMENTS FURNISHED TO THE ADMINISTRATIVE AGENT AND THE
46
LENDERS FOR USE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND BY
THE OTHER LOAN DOCUMENTS.
5.21.
OFAC.
NEITHER ANY LOAN PARTY, NOR ANY SUBSIDIARY OF ANY LOAN
PARTY, NOR ANY AFFILIATE OF ANY LOAN PARTY, IS