TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND THE FAILURE TO FILE ANY SUCH
REPORT OR NOTICE WILL NOT AFFECT THE ENFORCEMENT OF, OR THE EXERCISE OF ANY
RIGHTS OR REMEDIES UNDER, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
52
(C)
SEC FILINGS.
THE BORROWER HAS FILED AND MADE AVAILABLE TO THE
AGENT AND LENDERS EACH FORM, REGISTRATION STATEMENT, SCHEDULE, REPORT, PROXY
STATEMENT AND DOCUMENT REQUIRED TO BE FILED BY BORROWER WITH THE SEC SINCE
JANUARY 1, 1995 (COLLECTIVELY, THE "SEC REPORTS").
EXCEPT AS SET FORTH ON
SCHEDULE 10.26, THE SEC REPORTS (I) AT THE TIME FILED, COMPLIED IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE SECURITIES LAWS AND (II) DID
NOT AT THE TIME THEY WERE FILED (OR IF AMENDED OR SUPERSEDED BY A FILING PRIOR
TO THE DATE OF THIS AGREEMENT, THEN ON THE DATE OF SUCH FILING) CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO
BE STATED IN THE SEC REPORTS OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
BORROWER IS THE ONLY LOAN PARTY REQUIRED TO FILE PURSUANT TO THE
EXCHANGE ACT.
SINCE JANUARY 1, 1995, BORROWER HAS MADE ALL FILINGS WITH THE SEC
IN A TIMELY MANNER (EXCEPT AS SET FORTH ON SCHEDULE 10.26, EACH OF WHICH FILING
DEFICIENCIES WAS SUBSEQUENTLY CURED IN A MANNER THAT BROUGHT BORROWER INTO FULL
COMPLIANCE WITH LAW) AS REQUIRED BY LAW AND NO EVENT HAS OCCURRED THAT REQUIRES
AN ADDITIONAL FILING OR ANY AMENDMENT TO A PRIOR FILING, WHICH HAS NOT BEEN MADE
OR FILED.
10.27
FEDERAL RESERVE MARGIN REGULATIONS; USE OF PROCEEDS
(A)
NEITHER BORROWER, ANY PRIMARY OBLIGOR, ANY PORTFOLIO ENTITY, ANY
RELATED ENTITY OR ANY OTHER LOAN PARTY OR MEMBER OF THE CONSOLIDATED GROUP OR
SUBSIDIARY OF ANY OF THE FOREGOING IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS
IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF
PURCHASING OR CARRYING ANY MARGIN STOCK (WITHIN THE MEANING OF REGULATION U OF
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
NO PART OF THE PROCEEDS
OF ANY LOAN WILL BE USED TO PURCHASE OR CARRY ANY SUCH MARGIN STOCK OR TO EXTEND
CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY SUCH MARGIN
STOCK.
(B)
NEITHER THE LOANS NOR THE USE OF PROCEEDS THEREFROM WILL RESULT IN
A VIOLATION OF ANY OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE UNITED
STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS AMENDED), OR ANY
RULING ISSUED THEREUNDER OR ANY ENABLING LEGISLATION OR PRESIDENTIAL EXECUTIVE
ORDER IN CONNECTION THEREWITH.
10.28
INTELLECTUAL PROPERTY.
ALL PATENTS, TRADEMARKS, REGISTERED
COPYRIGHTS AND TRADE NAMES OF BORROWER, EACH PRIMARY OBLIGOR, EACH MATERIAL
PORTFOLIO ENTITY AND EACH OTHER LOAN PARTY ARE LISTED IN SCHEDULE 10.28 TO THIS
AGREEMENT; ALL OF THOSE SO LISTED ARE IN FULL FORCE AND EFFECT.
IF ANY MEMBER
OF THE CONSOLIDATED GROUP AT ANY TIME