ITS SUBSIDIARIES
OWNS, OR IS LICENSED TO USE, ALL PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS,
AND OTHER INTELLECTUAL PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS AS
CURRENTLY CONDUCTED EXCEPT FOR THOSE WHICH THE FAILURE TO OWN OR LICENSE COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (THE "INTELLECTUAL
PROPERTY").
THE USE OF SUCH INTELLECTUAL PROPERTY BY THE BORROWER OR ANY
SUBSIDIARY DOES NOT INFRINGE ON THE RIGHTS OF ANY PERSON, EXCEPT FOR SUCH CLAIMS
AND INFRINGEMENTS THAT, IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(K)
TAXES.
EACH OF THE BORROWER AND THE SUBSIDIARIES HAS FILED OR
CAUSED TO BE FILED ALL FEDERAL, STATE AND OTHER MATERIAL TAX RETURNS WHICH ARE
REQUIRED TO BE FILED AND HAS PAID OR CAUSED TO BE PAID ALL TAXES (INCLUDING
INTEREST AND PENALTIES) SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS OR ON ANY
ASSESSMENTS MADE AGAINST IT OR ANY OF ITS PROPERTY AND ALL OTHER TAXES, FEES OR
OTHER CHARGES IMPOSED ON IT OR ANY OF ITS PROPERTY BY ANY GOVERNMENTAL AUTHORITY
(OTHER THAN ANY TAX, FEE OR OTHER CHARGE THE AMOUNT OR VALIDITY OF WHICH IS
CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH
RESPECT TO WHICH RESERVES IN CONFORMITY WITH GAAP HAVE BEEN PROVIDED ON THE
BOOKS OF THE BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE) OTHER THAN SUCH
TAXES DESCRIBED HEREIN OF WHICH THE FAILURE TO PAY OR FILE A RETURN WITH RESPECT
THERETO COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
AND NO TAX LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF THE BORROWER, NO CLAIM
IS BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR OTHER CHARGE.
(L)
MARGIN STOCK.
(I)
THE BORROWER IS NOT ENGAGED IN THE BUSINESS
OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK
(WITHIN THE MEANING OF REGULATION U), AND NO PROCEEDS OF ANY EXTENSION OF CREDIT
HEREUNDER WILL BE USED TO PURCHASE OR CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT
TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK, EXCEPT IN
COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS. (II) FOLLOWING APPLICATION OF
THE PROCEEDS OF EACH EXTENSION OF CREDIT HEREUNDER, NOT MORE THAN 25% OF THE
VALUE OF THE CONSOLIDATED ASSETS OF THE BORROWER AND ITS SUBSIDIARIES THAT ARE
SUBJECT TO THE PROVISIONS OF SECTION 5.02(D) WILL BE COMPRISED OF MARGIN STOCK.
(M)
HOLDING COMPANY; INVESTMENT COMPANY ACT; OTHER REGULATIONS.
THE
BORROWER IS NOT (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", A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY", OR AN "AFFILIATE" OF A "HOLDING COMPANY", AS EACH SUCH TERM IS DEFINED
IN THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
32
(N)
[INTENTIONALLY OMITTED].
(O)
ERISA.
NEITHER THE BORROWER NOR ANY SUBSIDIARY MAINTAINS,
CONTRIBUTES TO OR HAS MATERIAL OBLIGATIONS WITH