AND ALL TRADE
SECRETS USED BY ANY BORROWER CONSIST OF ORIGINAL MATERIAL OR PROPERTY DEVELOPED
BY SUCH BORROWER OR WAS LAWFULLY ACQUIRED BY SUCH BORROWER FROM THE PROPER AND
LAWFUL OWNER THEREOF.
EACH OF SUCH ITEMS HAS BEEN MAINTAINED SO AS TO PRESERVE
THE VALUE THEREOF FROM THE DATE OF CREATION OR ACQUISITION THEREOF.
5.10.
LICENSES AND PERMITS.
EXCEPT AS SET FORTH IN SCHEDULE 5.10, EACH
BORROWER (A) IS IN COMPLIANCE WITH AND (B) HAS PROCURED AND IS NOW IN POSSESSION
OF, ALL MATERIAL LICENSES OR
60
PERMITS REQUIRED BY ANY APPLICABLE FEDERAL, STATE, PROVINCIAL OR LOCAL LAW,
RULE OR REGULATION FOR THE OPERATION OF ITS BUSINESS IN EACH JURISDICTION
WHEREIN IT IS NOW CONDUCTING OR PROPOSES TO CONDUCT BUSINESS AND WHERE THE
FAILURE TO PROCURE SUCH LICENSES OR PERMITS COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
5.11.
DEFAULT OF INDEBTEDNESS.
NO BORROWER IS IN DEFAULT IN THE PAYMENT
OF THE PRINCIPAL OF OR INTEREST ON ANY INDEBTEDNESS FOR BORROWED MONEY OR UNDER
ANY INSTRUMENT OR AGREEMENT UNDER OR SUBJECT TO WHICH ANY INDEBTEDNESS HAS BEEN
ISSUED AND NO EVENT HAS OCCURRED UNDER THE PROVISIONS OF ANY SUCH INSTRUMENT OR
AGREEMENT WHICH WITH OR WITHOUT THE LAPSE OF TIME OR THE GIVING OF NOTICE, OR
BOTH, CONSTITUTES OR WOULD CONSTITUTE AN EVENT OF DEFAULT THEREUNDER.
5.12.
NO DEFAULT.
NO BORROWER IS IN DEFAULT IN THE PAYMENT OR
PERFORMANCE OF ANY OF ITS MATERIAL CONTRACTUAL OBLIGATIONS AND NO DEFAULT HAS
OCCURRED.
5.13.
NO BURDENSOME RESTRICTIONS.
NO BORROWER IS PARTY TO ANY CONTRACT
OR AGREEMENT THE PERFORMANCE OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
EACH BORROWER HAS HERETOFORE DELIVERED TO AGENT TRUE
AND COMPLETE COPIES OF ALL MATERIAL CONTRACTS TO WHICH IT IS A PARTY OR TO WHICH
IT OR ANY OF ITS PROPERTIES IS SUBJECT.
NO BORROWER HAS AGREED OR CONSENTED TO
CAUSE OR PERMIT IN THE FUTURE (UPON THE HAPPENING OF A CONTINGENCY OR OTHERWISE)
ANY OF ITS PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO BE SUBJECT TO A
LIEN WHICH IS NOT A PERMITTED ENCUMBRANCE.
5.14.
NO LABOR DISPUTES.
NO BORROWER IS INVOLVED IN ANY LABOR DISPUTE;
THERE ARE NO STRIKES OR WALKOUTS OR UNION ORGANIZATION OF ANY BORROWER'S
EMPLOYEES IN EXISTENCE, OR, TO THE KNOWLEDGE OF ANY BORROWER, THREATENED, AND NO
COLLECTIVE BARGAINING AGREEMENT IS SCHEDULED TO EXPIRE DURING THE TERM OTHER
THAN AS SET FORTH ON SCHEDULE 5.14 HERETO.
5.15.
MARGIN REGULATIONS.
NO BORROWER IS ENGAGED, NOR WILL IT ENGAGE,
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 RESPECTIVE MEANINGS OF EACH OF THE QUOTED TERMS UNDER REGULATION U OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AS NOW AND FROM TIME TO TIME
HEREAFTER IN EFFECT.
NO PART OF THE PROCEEDS OF ANY ADVANCE WILL BE USED FOR
"PURCHASING" OR "CARRYING" "MARGIN STOCK" AS DEFINED IN REGULATION U OF SUCH
BOARD OF GOVERNORS.
5.16.
INVESTMENT COMPANY