ACT.
NO BORROWER IS AN "INVESTMENT COMPANY"
REGISTERED OR REQUIRED TO BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED, NOR IS IT CONTROLLED BY SUCH A COMPANY.
5.17.
DISCLOSURE.
NO REPRESENTATION OR WARRANTY MADE BY ANY BORROWER IN
THIS AGREEMENT, THE INDENTURE LOAN DOCUMENTATION, OR IN ANY FINANCIAL STATEMENT,
REPORT, CERTIFICATE OR ANY OTHER DOCUMENT FURNISHED IN CONNECTION HEREWITH OR
THEREWITH CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN OR THEREIN NOT
MISLEADING.
THERE IS NO FACT KNOWN TO ANY BORROWER WHICH SUCH BORROWER HAS NOT
DISCLOSED TO AGENT IN WRITING WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY
THE
61
INDENTURE LOAN DOCUMENTATION OR THIS AGREEMENT WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.18.
DELIVERY OF INDENTURE LOAN DOCUMENTATION.
AGENT HAS RECEIVED
COMPLETE COPIES OF THE INDENTURE LOAN DOCUMENTATION (INCLUDING ALL EXHIBITS,
SCHEDULES AND DISCLOSURE LETTERS REFERRED TO THEREIN OR DELIVERED PURSUANT
THERETO, IF ANY) AND ALL AMENDMENTS THERETO, WAIVERS RELATING THERETO AND OTHER
SIDE LETTERS OR AGREEMENTS AFFECTING THE TERMS THEREOF.
NONE OF SUCH DOCUMENTS
AND AGREEMENTS HAS BEEN AMENDED OR SUPPLEMENTED, NOR HAVE ANY OF THE PROVISIONS
THEREOF BEEN WAIVED, EXCEPT PURSUANT TO A WRITTEN AGREEMENT OR INSTRUMENT WHICH
HAS HERETOFORE BEEN DELIVERED TO AGENT.
5.19.
SWAPS.
NO BORROWER IS A PARTY TO, NOR WILL IT BE A PARTY TO, ANY
SWAP AGREEMENT WHEREBY SUCH BORROWER HAS AGREED OR WILL AGREE TO SWAP INTEREST
RATES OR CURRENCIES UNLESS SAME PROVIDES THAT DAMAGES UPON TERMINATION FOLLOWING
AN EVENT OF DEFAULT THEREUNDER ARE PAYABLE ON AN UNLIMITED "TWO-WAY BASIS"
WITHOUT REGARD TO FAULT ON THE PART OF EITHER PARTY.
5.20.
APPLICATION OF CERTAIN LAWS AND REGULATIONS.
NEITHER ANY BORROWER
NOR ANY AFFILIATE OF ANY BORROWER IS SUBJECT TO ANY LAW, STATUTE, RULE OR
REGULATION WHICH REGULATES THE INCURRENCE OF ANY INDEBTEDNESS, INCLUDING LAWS,
STATUTES, RULES OR REGULATIONS RELATIVE TO COMMON OR INTERSTATE CARRIERS OR TO
THE SALE OF ELECTRICITY, GAS, STEAM, WATER, TELEPHONE, TELEGRAPH OR OTHER PUBLIC
UTILITY SERVICES.
5.21.
BUSINESS AND PROPERTY OF BORROWERS.
UPON AND AFTER THE CLOSING
DATE, BORROWERS DO NOT PROPOSE TO ENGAGE IN ANY BUSINESS OTHER THAN PERMITTED
BUSINESSES AND ACTIVITIES NECESSARY TO CONDUCT THE FOREGOING.
ON THE CLOSING
DATE, EACH BORROWER WILL OWN ALL THE PROPERTY AND POSSESS ALL OF THE RIGHTS AND
CONSENTS NECESSARY FOR THE CONDUCT OF THE BUSINESS OF SUCH BORROWER.
5.22.
SECTION 20 SUBSIDIARIES.
BORROWERS DO NOT INTEND TO USE AND SHALL
NOT USE ANY PORTION OF THE PROCEEDS OF THE ADVANCES, DIRECTLY OR INDIRECTLY, TO
PURCHASE DURING THE UNDERWRITING PERIOD, OR FOR 30 DAYS THEREAFTER, INELIGIBLE
SECURITIES BEING UNDERWRITTEN BY A SECTION 20 SUBSIDIARY.
5.23.
ANTI-TERRORISM LAWS.
(A)
GENERAL.
NEITHER ANY BORROWER NOR ANY AFFILIATE OF ANY BORROWER
IS IN VIOLATION OF ANY ANTI-TERRORISM LAW OR ENGAGES IN OR CONSPIRES TO ENGAGE
IN ANY TRANSACTION THAT EVADES OR AVOIDS, OR HAS THE PURPOSE OF EVADING OR
AVOIDING, OR ATTEMPTS TO VIOLATE, ANY OF THE PROHIBITIONS SET FORTH IN