OF PURCHASING OR CARRYING MARGIN STOCK.
(B)
NONE OF THE BORROWER, ANY PERSON CONTROLLING THE 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.
5.15
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE ADMINISTRATIVE AGENT
AND THE LENDERS ALL AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS
TO WHICH IT OR ANY OF ITS RESTRICTED SUBSIDIARIES IS SUBJECT, AND ALL OTHER
MATTERS KNOWN TO IT, THAT, INDIVIDUALLY OR IN THE
43
AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO REPORT, FINANCIAL STATEMENT, CERTIFICATE OR OTHER WRITTEN INFORMATION
FURNISHED, INCLUDING SYNDICATION INFORMATION, BY OR ON BEHALF OF ANY LOAN PARTY
TO THE ARRANGER, THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY AND THE NEGOTIATION OF THIS AGREEMENT OR
DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR THE SYNDICATION OF THE
BRIDGE FACILITY (IN EACH CASE, AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION
SO FURNISHED) CONTAINS ANY MISSTATEMENT OF FACT OR OMITS TO STATE ANY FACT
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MATERIALLY MISLEADING WITH RESPECT TO THE
BORROWER AND ITS RESTRICTED SUBSIDIARIES AND THEIR OPERATIONS, BUSINESS AND
PROPERTIES, TAKEN AS A WHOLE; 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.
THE
OFFERING MATERIALS, WHEN COMPLETED, FOR ANY PERMANENT FINANCING WILL NOT CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES
IN WHICH THEY ARE MADE, NOT MATERIALLY MISLEADING.
5.16
COMPLIANCE WITH LAWS.
EACH OF THE BORROWER AND EACH RESTRICTED
SUBSIDIARY 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
INTELLECTUAL PROPERTY; LICENSES, ETC.
THE BORROWER AND ITS
RESTRICTED SUBSIDIARIES OWN, OR POSSESS THE RIGHT TO USE, ALL OF THE TRADEMARKS,
SERVICE MARKS, TRADE NAMES, COPYRIGHTS, PATENTS, PATENT RIGHTS, FRANCHISES,
LICENSES AND OTHER INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, "IP RIGHTS") THAT
ARE REASONABLY NECESSARY FOR THE OPERATION OF THEIR RESPECTIVE BUSINESSES,
WITHOUT CONFLICT WITH THE RIGHTS OF ANY OTHER PERSON.
TO THE BEST KNOWLEDGE OF
THE BORROWER, NO SLOGAN OR OTHER ADVERTISING DEVICE,