(A)
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 COMMITTED BORROWING OR DRAWING
UNDER EACH LETTER OF CREDIT, NOT MORE THAN 25% OF THE VALUE OF THE ASSETS
(EITHER OF BORROWER ONLY OR OF BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED
BASIS) SUBJECT TO THE PROVISIONS OF SECTION 7.01 OR SECTION 7.05 OR SUBJECT TO
ANY RESTRICTION CONTAINED IN ANY AGREEMENT OR INSTRUMENT BETWEEN BORROWER AND
THE LENDER OR ANY AFFILIATE OF THE LENDER RELATING TO INDEBTEDNESS AND WITHIN
THE SCOPE OF SECTION 8.01(E) WILL BE MARGIN STOCK.
(B)
NONE OF BORROWER, ANY PERSON CONTROLLING BORROWER, OR ANY
SUBSIDIARY (I) IS A "HOLDING COMPANY," OR A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY," OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR OF A "SUBSIDIARY COMPANY"
OF A "HOLDING COMPANY," WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935, OR (II) IS OR IS REQUIRED TO BE REGISTERED AS AN "INVESTMENT
COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940.
40
5.15
DISCLOSURE.
BORROWER HAS DISCLOSED TO THE LENDER ALL AGREEMENTS,
INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH ANY LOAN PARTY OR ANY
SUBSIDIARY THEREOF IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO IT, THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
NO REPORT, FINANCIAL STATEMENT, CERTIFICATE OR OTHER
INFORMATION FURNISHED (WHETHER IN WRITING OR ORALLY) BY OR ON BEHALF OF ANY LOAN
PARTY TO THE LENDER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND
THE NEGOTIATION OF THIS AGREEMENT OR DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT (IN EACH CASE, AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO
FURNISHED) 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, BORROWER REPRESENTS ONLY THAT SUCH
INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE
REASONABLE AT THE TIME.
5.16
COMPLIANCE WITH LAWS.
EACH LOAN PARTY AND EACH SUBSIDIARY THEREOF
IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL LAWS AND
ALL ORDERS, WRITS, INJUNCTIONS AND DECREES APPLICABLE TO IT OR TO ITS
PROPERTIES, EXCEPT IN SUCH INSTANCES IN WHICH (A) SUCH REQUIREMENT OF LAW OR
ORDER, WRIT, INJUNCTION OR DECREE IS BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED OR (B) THE FAILURE TO COMPLY
THEREWITH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.17
TAXPAYER IDENTIFICATION NUMBER.
BORROWER'S TRUE AND CORRECT U.S.
TAXPAYER IDENTIFICATION NUMBER IS SET FORTH ON SCHEDULE 10.02.
5.18
INTELLECTUAL PROPERTY; LICENSES, ETC.
THE LOAN PARTIES OWN, OR
POSSESS THE