OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE ISSUANCE OF LETTERS OF CREDIT, THE
BORROWINGS HEREUNDER AND THE USE OF THE PROCEEDS THEREOF WILL NOT VIOLATE ANY
REQUIREMENT OF LAW OR ANY CONTRACTUAL OBLIGATION OF ANY GROUP MEMBER AND WILL
NOT RESULT IN, OR REQUIRE, THE PREPAYMENT OF ANY INDEBTEDNESS (OTHER THAN AS
CONTEMPLATED HEREBY) OR THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF THEIR
RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO ANY REQUIREMENT OF LAW OR ANY SUCH
CONTRACTUAL OBLIGATION (OTHER THAN THE LIENS CREATED BY THE SECURITY
DOCUMENTS).
NO REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION APPLICABLE TO
HOLDINGS OR ANY OF ITS SUBSIDIARIES COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.6.
LITIGATION.
EXCEPT AS DESCRIBED ON SCHEDULE 5.6, NO LITIGATION,
INVESTIGATION OR PROCEEDING OF OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL
AUTHORITY IS PENDING OR, TO THE KNOWLEDGE OF HOLDINGS AND THE BORROWER,
THREATENED BY OR AGAINST ANY GROUP MEMBER OR AGAINST ANY OF THEIR RESPECTIVE
PROPERTIES OR REVENUES (A) WITH RESPECT TO ANY OF THE LOAN DOCUMENTS OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR (B) THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.7.
NO DEFAULT.
NO GROUP MEMBER IS IN DEFAULT UNDER OR WITH RESPECT
TO ANY OF ITS CONTRACTUAL OBLIGATIONS IN ANY RESPECT THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING.
5.8.
OWNERSHIP OF PROPERTY; LIENS.
EACH GROUP MEMBER HAS TITLE IN FEE
SIMPLE TO, OR A VALID LEASEHOLD INTEREST IN, ALL ITS REAL PROPERTY MATERIAL TO
ITS BUSINESS, AND, TO ITS KNOWLEDGE, GOOD TITLE TO, OR A VALID LEASEHOLD
INTEREST IN, ALL ITS OTHER PROPERTY, AND NONE OF SUCH PROPERTY IS SUBJECT TO ANY
LIEN EXCEPT AS PERMITTED BY SECTION 8.3, AND AS SET FORTH ON SCHEDULE B TO EACH
TITLE POLICY.
5.9.
INTELLECTUAL PROPERTY.
EACH GROUP MEMBER OWNS, OR IS LICENSED TO
USE, ALL MATERIAL INTELLECTUAL PROPERTY NECESSARY FOR THE CONDUCT OF ITS
BUSINESS AS CURRENTLY CONDUCTED.
60
NO CLAIM HAS BEEN ASSERTED AND IS PENDING BY ANY PERSON CHALLENGING OR
QUESTIONING THE USE OF ANY INTELLECTUAL PROPERTY OR THE VALIDITY OR
EFFECTIVENESS OF ANY INTELLECTUAL PROPERTY, NOR DOES HOLDINGS OR THE BORROWER
KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIM, EXCEPT SUCH CLAIMS THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
TO THE KNOWLEDGE OF HOLDINGS AND THE BORROWER, THE USE
OF INTELLECTUAL PROPERTY BY EACH GROUP MEMBER DOES NOT INFRINGE ON THE RIGHTS OF
ANY PERSON IN ANY MATERIAL RESPECT.
5.10.
TAXES.
EACH GROUP MEMBER HAS FILED OR CAUSED TO BE FILED ALL
FEDERAL, STATE AND OTHER MATERIAL TAX RETURNS THAT ARE REQUIRED TO BE FILED AND
HAS PAID ALL TAXES 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