EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK.
NO
PROCEEDS OF ANY BORROWING SHALL BE USED FOR THE PURPOSE OF PURCHASING OR
CARRYING MARGIN STOCK.
(B)
NONE OF THE LOAN PARTIES OR ANY OF THEIR SUBSIDIARIES IS OR IS
REQUIRED TO BE REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT
COMPANY ACT OF 1940.
SECTION 5.15
DISCLOSURE.
NO REPORT, FINANCIAL STATEMENT,
CERTIFICATE OR OTHER INFORMATION FURNISHED (IN WRITING) BY OR ON BEHALF OF ANY
LOAN PARTY TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY OR DELIVERED HEREUNDER (AS MODIFIED OR
SUPPLEMENTED BY, AND CONSIDERED TOGETHER WITH, ALL OTHER INFORMATION SO
FURNISHED) CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR IS MISLEADING IN ANY
MATERIAL RESPECT WHETHER BY ANY OMISSION OR OTHERWISE; PROVIDED THAT, WITH
RESPECT TO ANY PROJECTED FINANCIAL INFORMATION, THE LOAN PARTIES REPRESENT THAT
SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO
BE REASONABLE AT THE TIME.
SECTION 5.16
COMPLIANCE WITH LAWS.
EXCEPT AS SET FORTH ON
SCHEDULE 5.16 OR AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, EACH OF THE LOAN PARTIES AND EACH SUBSIDIARY HAS OPERATED AT ALL TIMES
IN COMPLIANCE WITH THE REQUIREMENTS OF ALL LAWS AND ALL ORDERS, WRITS,
CONDITIONS OF PARTICIPATION, CONTRACTS, STANDARDS, POLICIES, INJUNCTIONS,
DECREES, AND GOVERNMENTAL APPROVALS APPLICABLE TO IT, ITS PROPERTIES OR THE
FACILITIES, EXCEPT IN SUCH INSTANCES IN WHICH SUCH REQUIREMENT OF LAW OR ORDER,
WRIT, INJUNCTION OR DECREE IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS DILIGENTLY CONDUCTED.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, NEITHER ANY LOAN PARTY NOR ANY SUBSIDIARY IS IN RECEIPT OF ANY
WRITTEN NOTICE OF ANY VIOLATION OF ANY LAW, STATUTE, RULE, REGULATION,
ORDINANCE, CODE, JUDGMENT, ORDER WRIT, DECREE, PERMIT, CONCESSION, FRANCHISE OR
OTHER GOVERNMENTAL APPROVAL APPLICABLE TO IT OR ANY OF ITS PROPERTY, WHICH
NOTICE, INDIVIDUALLY OR IN THE AGGREGATE COULD REASONABLY BE EXPECTED OR WILL
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.17
INTELLECTUAL PROPERTY; LICENSES, ETC.
THE LOAN
PARTIES AND THEIR DOMESTIC SUBSIDIARIES OWN, OR POSSESS THE LEGAL RIGHT TO USE,
ALL OF THE TRADEMARKS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS, PATENTS, PATENT
RIGHTS, FRANCHISES, LICENSES AND OTHER INTELLECTUAL PROPERTY
77
RIGHTS (COLLECTIVELY, "IP RIGHTS") THAT ARE NECESSARY FOR THE OPERATION OF THEIR
RESPECTIVE BUSINESSES WITHOUT CONFLICT WITH THE RIGHTS OF ANY OTHER PERSON.
SET
FORTH ON SCHEDULE 5.17 IS A LIST OF ALL IP RIGHTS REGISTERED OR PENDING
REGISTRATION WITH THE UNITED STATES COPYRIGHT OFFICE OR THE UNITED STATES PATENT
AND TRADEMARK OFFICE AND OWNED BY ANY LOAN PARTY, OR THAT ANY LOAN PARTY HAS THE
EXCLUSIVE RIGHT TO USE, AS OF THE CLOSING DATE.
NO CLAIM HAS BEEN ASSERTED AND
IS PENDING BY ANY PERSON CHALLENGING OR QUESTIONING THE USE OF ANY IP RIGHTS OR
THE VALIDITY OR EFFECTIVENESS OF ANY IP RIGHTS, NOR DOES ANY LOAN PARTY HAVE
KNOWLEDGE OF ANY SUCH CLAIM, AND, TO THE KNOWLEDGE OF THE LOAN PARTIES, THE USE
OF ANY IP RIGHTS BY ANY LOAN PARTY OR