SUCH DOCUMENT, EACH OF WHICH IS VALID AND IN FULL FORCE
AND EFFECT.
PINNACLE HEALTH RESOURCES DOES NOT CONDUCT ANY BUSINESS AND THE
FAIR MARKET VALUE OF ITS ASSETS DOES NOT EXCEED $25,000.
5.14
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
THE BORROWERS ARE
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.
(B)
NONE OF ANY BORROWER, ANY PERSON CONTROLLING ANY BORROWER, OR ANY
SUBSIDIARY IS OR IS REQUIRED TO BE REGISTERED AS AN "INVESTMENT COMPANY" UNDER
THE INVESTMENT COMPANY ACT OF 1940.
5.15
DISCLOSURE.
EACH 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 SUBSIDIARIES OR ANY OTHER LOAN PARTY 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 BORROWERS
REPRESENT 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 LOAN PARTY AND EACH SUBSIDIARY THEREOF
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.
66
5.17
INTELLECTUAL PROPERTY; LICENSES, ETC.
EACH LOAN PARTY AND EACH OF
ITS 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, AND SCHEDULE 5.17 SETS
FORTH A COMPLETE AND ACCURATE LIST OF ALL SUCH IP RIGHTS OWNED OR USED BY EACH
LOAN PARTY AND EACH OF ITS SUBSIDIARIES.
TO THE BEST KNOWLEDGE OF THE
BORROWERS, NO SLOGAN OR OTHER ADVERTISING DEVICE, PRODUCT, PROCESS,