OF THE LAST ANNUAL VALUATION
DATE PRIOR TO THE DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE,
EXCEED THE VALUE OF THE ASSETS OF SUCH PLAN ALLOCABLE TO SUCH ACCRUED BENEFITS
BY A MATERIAL AMOUNT IN RELATION TO THE BUSINESS OF THE BORROWER; (D) NEITHER
THE BORROWER NOR ANY COMMONLY CONTROLLED ENTITY HAS HAD A COMPLETE OR PARTIAL
WITHDRAWAL FROM ANY MULTIEMPLOYER PLAN THAT HAS RESULTED OR COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL LIABILITY UNDER ERISA; AND (E) NO SUCH
MULTIEMPLOYER PLAN IS IN REORGANIZATION OR INSOLVENT.
62
5.14
INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT; OTHER
REGULATIONS.
NO LOAN PARTY IS (A) AN "INVESTMENT COMPANY", OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY", WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED OR (B) A "HOLDING COMPANY" AS DEFINED IN, OR
SUBJECT TO REGULATION UNDER, THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935.
NO
LOAN PARTY IS SUBJECT TO REGULATION UNDER ANY REQUIREMENT OF LAW (OTHER THAN
REGULATION X OF THE BOARD) THAT LIMITS ITS ABILITY TO INCUR INDEBTEDNESS.
5.15
SUBSIDIARIES.
EXCEPT AS DISCLOSED TO THE ADMINISTRATIVE AGENT BY THE
BORROWER IN WRITING FROM TIME TO TIME AFTER THE RESTATEMENT EFFECTIVE DATE,
(A) SCHEDULE 5.15(A) SETS FORTH THE NAME AND JURISDICTION OF INCORPORATION OF
EACH SUBSIDIARY AND, AS TO EACH SUCH SUBSIDIARY, THE PERCENTAGE OF EACH CLASS OF
CAPITAL STOCK OWNED BY ANY LOAN PARTY AND (B) THERE ARE NO OUTSTANDING
SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS, RIGHTS OR OTHER AGREEMENTS OR
COMMITMENTS (OTHER THAN STOCK OPTIONS OR OTHER EQUITY GRANTED TO EMPLOYEES,
DIRECTORS OR OTHER PERSONS AND DIRECTORS' QUALIFYING SHARES) OF ANY NATURE
RELATING TO ANY CAPITAL STOCK OF THE BORROWER OR ANY SUBSIDIARY, EXCEPT AS
CREATED BY THE LOAN DOCUMENTS OR, AS OF THE RESTATEMENT EFFECTIVE DATE, EXCEPT
AS DISCLOSED ON SCHEDULE 5.15(B).
5.16
[RESERVED]
5.17
ENVIRONMENTAL MATTERS.
EXCEPT AS, IN THE AGGREGATE, COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
(A) THE FACILITIES AND PROPERTIES CURRENTLY OWNED, LEASED OR OPERATED BY ANY
GROUP MEMBER (THE "SUBJECT PROPERTIES") AND, TO THE KNOWLEDGE OF THE BORROWER,
THE FACILITIES AND PROPERTIES FORMERLY OWNED, LEASED OR OPERATED BY ANY GROUP
MEMBER DO NOT CONTAIN, AND HAVE NOT PREVIOUSLY CONTAINED, ANY MATERIALS OF
ENVIRONMENTAL CONCERN IN AMOUNTS OR CONCENTRATIONS OR UNDER CIRCUMSTANCES THAT
CONSTITUTE OR CONSTITUTED A VIOLATION OF, OR COULD REASONABLY BE EXPECTED TO
GIVE RISE TO LIABILITY UNDER, ANY APPLICABLE ENVIRONMENTAL LAW;
(B) NO GROUP MEMBER HAS RECEIVED ANY WRITTEN NOTICE OF, OR IS AWARE OF, ANY
VIOLATION, ALLEGED VIOLATION OR NON-COMPLIANCE, REQUEST FOR INFORMATION, CLAIM
OR DEMAND LIABILITY OR POTENTIAL LIABILITY ARISING UNDER OR RELATING TO ANY
ENVIRONMENTAL LAWS INVOLVING ANY GROUP MEMBER (THE "BUSINESS"), NOR DOES THE
BORROWER HAVE KNOWLEDGE OR REASON TO BELIEVE THAT ANY SUCH NOTICE WILL BE
RECEIVED OR IS BEING THREATENED;
(C) MATERIALS OF ENVIRONMENTAL CONCERN HAVE NOT BEEN TRANSPORTED OR DISPOSED OF
FROM THE SUBJECT PROPERTIES IN VIOLATION OF, OR IN A MANNER OR TO A LOCATION
THAT COULD REASONABLY BE