WILL VIOLATE
OR RESULT IN A VIOLATION OF THE SECURITIES ACT, THE EXCHANGE ACT OR REGULATION
T, U OR X.
(B)
NONE OF THE GROUP COMPANIES IS (I) AN "INVESTMENT COMPANY"
REGISTERED OR REQUIRED TO BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED OR (II) CONTROLLED BY SUCH A COMPANY.
SECTION 5.15
DISCLOSURE.
NO WRITTEN INFORMATION OR WRITTEN DATA (EXCLUDING
FINANCIAL PROJECTIONS, BUDGETS, ESTIMATES AND GENERAL MARKET DATA) WITH RESPECT
TO ANY LOAN PARTY IN ANY LOAN
86
DOCUMENT OR FURNISHED TO THE ADMINISTRATIVE AGENT OR ANY LENDER BY OR ON BEHALF
OF ANY LOAN PARTY IN CONNECTION WITH ANY LOAN DOCUMENT, WHEN TAKEN AS A WHOLE,
CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS ANY MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MATERIALLY MISLEADING IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS WERE MADE; PROVIDED THAT (I) TO
THE EXTENT ANY SUCH STATEMENT, INFORMATION OR REPORT THEREIN WAS BASED UPON OR
CONSTITUTES A FORECAST OR PROJECTION, THE BORROWER REPRESENTS ONLY THAT IT ACTED
IN GOOD FAITH AND UTILIZED ASSUMPTIONS BELIEVED BY IT TO BE REASONABLE AT THE
TIME MADE (IT BEING UNDERSTOOD AND AGREED THAT PROJECTIONS AS TO FUTURE EVENTS
ARE NOT TO BE VIEWED AS FACTS OR GUARANTIES OF FUTURE PERFORMANCE, THAT ACTUAL
RESULTS DURING THE PERIOD OR PERIODS COVERED BY SUCH PROJECTIONS MAY DIFFER FROM
THE PROJECTS RESULTS AND THAT SUCH DIFFERENCES MAY BE MATERIAL AND THAT THE LOAN
PARTIES MAKE NO REPRESENTATION THAT SUCH REPRESENTATIONS WILL IN FACT BE
REALIZED) AND (II) AS TO STATEMENTS, INFORMATION AND REPORTS SPECIFIED AS HAVING
BEEN SUPPLIED BY THIRD PARTIES, OTHER THAN AFFILIATES OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES, THE BORROWER REPRESENTS ONLY THAT IT IS NOT AWARE OF ANY
MATERIAL MISSTATEMENT OR OMISSION THEREIN.
SECTION 5.16
COMPLIANCE WITH LAW.
EACH GROUP COMPANY IS IN COMPLIANCE WITH ALL
REQUIREMENTS OF LAW (INCLUDING ENVIRONMENTAL LAWS) APPLICABLE TO IT OR TO ITS
PROPERTIES, EXCEPT FOR ANY SUCH FAILURE TO COMPLY WHICH COULD NOT REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT.
TO THE KNOWLEDGE OF THE LOAN
PARTIES, NONE OF THE GROUP COMPANIES OR ANY OF THEIR RESPECTIVE MATERIAL
PROPERTIES OR ASSETS IS SUBJECT TO OR IN DEFAULT WITH RESPECT TO ANY JUDGMENT,
WRIT, INJUNCTION, DECREE OR ORDER OF ANY COURT OR OTHER GOVERNMENTAL AUTHORITY
WHICH, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
AS OF THE CLOSING DATE, EXCEPT AS DISCLOSED IN
SCHEDULE 5.16, NONE OF THE GROUP COMPANIES HAS RECEIVED ANY WRITTEN
COMMUNICATION FROM ANY GOVERNMENTAL AUTHORITY THAT ALLEGES THAT ANY OF THE GROUP
COMPANIES IS NOT IN COMPLIANCE IN ANY MATERIAL RESPECT WITH ANY LAW, EXCEPT FOR
ALLEGATIONS THAT HAVE BEEN SATISFACTORILY RESOLVED AND ARE NO LONGER OUTSTANDING
OR WHICH, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.17
INTELLECTUAL PROPERTY.
EXCEPT AS SET FORTH ON SCHEDULE 5.17, THE
BORROWER AND ITS SUBSIDIARIES OWN, OR POSSESS THE RIGHT TO