AND THE BORROWER HAVE NO SUBSIDIARIES OTHER THAN THOSE
SPECIFICALLY DISCLOSED IN PART (A) OF SCHEDULE 5.13, AND ALL OF THE OUTSTANDING
EQUITY INTERESTS IN THE RESTRICTED SUBSIDIARIES HAVE BEEN VALIDLY ISSUED, ARE
FULLY PAID AND NONASSESSABLE AND ARE OWNED BY A LOAN PARTY IN THE AMOUNTS
SPECIFIED ON PART (A) OF SCHEDULE 5.13 FREE AND CLEAR OF ALL LIENS, EXCEPT LIENS
SECURING THE OBLIGATIONS.
AS OF THE CLOSING DATE, THE BORROWER HAS NO EQUITY
INVESTMENTS IN ANY OTHER CORPORATION OR ENTITY OTHER THAN THOSE SPECIFICALLY
DISCLOSED IN PART (B) OF SCHEDULE 5.13.
AS OF THE CLOSING DATE, ALL OF THE
OUTSTANDING EQUITY INTERESTS IN THE BORROWER HAVE BEEN VALIDLY ISSUED, AND ARE
FULLY PAID AND NONASSESSABLE AND ARE OWNED BY THE LOAN PARTIES REFLECTED ON SUCH
SCHEDULE IN THE AMOUNTS SPECIFIED ON PART (C) OF SCHEDULE 5.13 FREE AND CLEAR OF
ALL LIENS, EXCEPT LIENS SECURING THE OBLIGATIONS.
5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(a)
The Borrower is not engaged and will not 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 or drawing under
each Letter of Credit, not more than 25% of the value of the assets (either of
the Borrower only or of the Parent, the Borrower and their Subsidiaries on a
consolidated basis) will be margin stock.
None of the proceeds of any Borrowing
will be used by the Loan Parties to buy or hold margin stock.
(b)
None of the Parent, the Borrower, any Person Controlling the
Parent, the Borrower, 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 BORROWER HAS DISCLOSED TO THE
ADMINISTRATIVE AGENT ALL AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER
CONTRACTUAL RESTRICTIONS TO WHICH IT, THE PARENT OR ANY OF THEIR SUBSIDIARIES IS
SUBJECT, IN EACH CASE THAT WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
NO REPORT, FINANCIAL STATEMENT, CERTIFICATE OR OTHER WRITTEN
INFORMATION FURNISHED BY ANY LOAN PARTY TO THE ADMINISTRATIVE AGENT OR ANY
LENDER IN CONNECTION WITH THE SYNDICATION OF THIS TRANSACTION, NEGOTIATION OF
THIS AGREEMENT OR DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (IN EACH
CASE, AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO
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FURNISHED) WHEN TAKEN AS A WHOLE 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 MISLEADING;
PROVIDED THAT, WITH RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWER
REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON
ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME IN LIGHT OF THE CIRCUMSTANCES
WHEN MADE.
5.16
COMPLIANCE WITH LAWS.
EACH OF THE PARENT, THE
BORROWER AND EACH SUBSIDIARY IS IN COMPLIANCE IN