INTERESTS WITH RESPECT TO SUCH SUBSIDIARY'S CAPITAL STOCK, ARE COMPLETELY AND
ACCURATELY SET FORTH IN SCHEDULE 5.1(R)(II).
AS OF THE CLOSING DATE, THE ISSUED
AND OUTSTANDING SHARES OF CAPITAL STOCK OF THE BORROWER AND EACH SUBSIDIARY OF
THE BORROWER HAVE BEEN VALIDLY ISSUED, ARE FULLY PAID AND NONASSESSABLE AND THE
ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY OF THE
BORROWER ARE OWNED DIRECTLY OR INDIRECTLY BY THE BORROWER OR THE OTHER
APPLICABLE PERSONS AS DESCRIBED IN SCHEDULE 5.1(R)(I), FREE AND CLEAR OF ALL
LIENS (OTHER THAN LIENS PERMITTED HEREUNDER).
NO SHARES OF CAPITAL STOCK OF
SUCH SUBSIDIARY ARE HELD AS OR OTHERWISE CONSTITUTE TREASURY STOCK.
AS OF THE
CLOSING DATE, NO AUTHORIZED BUT UNISSUED SHARES OF CAPITAL STOCK OF ANY
SUBSIDIARY OF THE BORROWER ARE SUBJECT TO ANY OPTION, WARRANT, RIGHT TO CALL,
PREEMPTIVE RIGHT OR OTHER COMMITMENT OF ANY KIND WHATSOEVER.
EACH OF THE
BORROWER AND GREAT LAKES IS A CITIZEN OF THE UNITED STATES WITHIN THE MEANING OF
SECTION 2 OF THE SHIPPING ACT OF 1916, AS AMENDED, AND PURSUANT TO 46 U.S.C.
SECTION 12103(B) AND 46 U.S.C. SECTION 50501, AS AMENDED, AND IS ENTITLED TO
OWN, DOCUMENT AND OPERATE VESSELS IN THE COASTWISE TRADE UNDER THE LAWS OF THE
UNITED STATES.
(S)
DEBT; CONTINGENT OBLIGATIONS; SOLVENCY.
AS OF THE CLOSING DATE,
THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.1(F) CONTAIN A COMPLETE AND
ACCURATE DISCLOSURE IN ALL MATERIAL RESPECTS OF (I) ALL DEBT OF BORROWER AND ITS
SUBSIDIARIES OUTSTANDING AS OF THE RESPECTIVE
40
DATES OF SUCH FINANCIAL STATEMENTS AND (II) ALL MATERIAL LOSS CONTINGENCIES AND
OTHER MATERIAL CONTINGENT OBLIGATIONS OF BORROWER AND ITS SUBSIDIARIES AS OF
SUCH DATES, EXCEPT FOR GUARANTIES DISCLOSED ON SCHEDULE 6.2(F).
AS OF THE
CLOSING DATE, NONE OF THE BORROWER OR ANY OF THE BORROWER'S SUBSIDIARIES HAS
INCURRED ANY OTHER DEBT OR GUARANTIES SINCE THE RESPECTIVE DATES OF SUCH
FINANCIAL STATEMENTS, EXCEPT AS WOULD HAVE BEEN PERMITTED UNDER SECTIONS 6.2(F)
AND 6.2(I) OF THIS AGREEMENT HAD THIS AGREEMENT BEEN IN EFFECT AT THE TIME OF
THE INCURRENCE OF ANY SUCH ADDITIONAL DEBT OR GUARANTIES.
AS OF THE CLOSING
DATE, NONE OF THE BORROWER OR ANY OF ITS SUBSIDIARIES HAS INCURRED ANY LOSS
CONTINGENCIES OR OTHER CONTINGENT OBLIGATIONS SINCE THE RESPECTIVE DATES OF SUCH
FINANCIAL STATEMENTS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
THE BORROWER AND THE OTHER LOAN PARTIES, ON A CONSOLIDATED
BASIS, ARE SOLVENT PRIOR TO, AND ON THE DATE OF EACH BORROWING OR ISSUANCE OF A
LETTER OF CREDIT, AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS,
INCLUDING THE LOANS MADE, OR TO BE MADE, AND LETTERS OF CREDIT ISSUED, OR TO BE
ISSUED, TO THE BORROWER.
(T)
INSURANCE.
AS OF THE CLOSING DATE, SCHEDULE 5.1(T) SETS FORTH A
COMPLETE AND ACCURATE LIST IN ALL MATERIAL RESPECTS OF INSURANCE POLICIES AND
PROGRAMS IN EFFECT WITH RESPECT TO THE PROPERTIES AND BUSINESSES OF THE BORROWER
AND EACH OF THE BORROWER'S SUBSIDIARIES, SPECIFYING FOR EACH SUCH POLICY AND
PROGRAM, (I) THE AMOUNT THEREOF,