NOR ANY OTHER LOAN PARTY OWNS OF
RECORD OR BENEFICIALLY ANY SHARES OF THE EQUITY INTERESTS OR OTHER EQUITY
INTERESTS OF ANY PERSON THAT IS NOT A GUARANTOR, EXCEPT (A) PERSONS IN WHICH
SUCH LOAN PARTY IS PERMITTED TO INVEST PURSUANT TO SECTION 7.02,
(B) UNRESTRICTED SUBSIDIARIES IN EXISTENCE ON THE CLOSING DATE AND
(C) INVESTMENTS DISCLOSED IN SCHEDULE 5.13(B). NONE OF THE BORROWER OR ANY
RESTRICTED SUBSIDIARY HAS ISSUED ANY REDEEMABLE STOCK.
5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC
UTILITY HOLDING 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 BORROWER AND ITS RESTRICTED
SUBSIDIARIES ON A CONSOLIDATED BASIS) SUBJECT TO THE PROVISIONS OF SECTION 7.01
OR SUBJECT TO ANY RESTRICTION CONTAINED IN ANY AGREEMENT OR INSTRUMENT BETWEEN
THE BORROWER AND ANY LENDER OR ANY AFFILIATE OF ANY LENDER RELATING TO
INDEBTEDNESS AND WITHIN THE SCOPE OF SECTION 8.01(E) WILL BE MARGIN STOCK.
(B)
NONE OF THE BORROWER, ANY PERSON CONTROLLING
THE BORROWER, OR ANY RESTRICTED 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
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
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 (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, THE 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 OF THE BORROWER AND EACH
RESTRICTED SUBSIDIARY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF ALL