OTHER INTELLECTUAL PROPERTY MATERIAL TO ITS
BUSINESS, AND THE USE THEREOF BY SUCH PERSON DOES NOT INFRINGE UPON THE RIGHTS
OF ANY OTHER PERSON, EXCEPT FOR ANY SUCH INFRINGEMENTS THAT, INDIVIDUALLY OR IN
THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
SCHEDULE 3.5(B) SETS FORTH, AS OF THE EFFECTIVE DATE, A LISTING OF ALL
SUCH INTELLECTUAL PROPERTY WHICH HAS BEEN REGISTERED WITH ANY GOVERNMENTAL
AUTHORITY INCLUDING, IN EACH CASE, THE NAME OF THE LOAN PARTY THAT IS THE OWNER
OR LICENSEE THEREOF.
SECTION 3.6
Litigation and Environmental Matters.
(A)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS BY OR BEFORE ANY
ARBITRATOR OR GOVERNMENTAL AUTHORITY PENDING AGAINST OR, TO THE KNOWLEDGE OF ANY
LOAN PARTY OR ANY OF ITS SUBSIDIARIES, THREATENED AGAINST OR AFFECTING ANY SUCH
PERSON (I)
AS TO WHICH THERE IS A REASONABLE POSSIBILITY OF AN ADVERSE
DETERMINATION AND THAT, IF ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED,
INDIVIDUALLY OR IN THE AGGREGATE, TO RESULT IN A MATERIAL ADVERSE EFFECT (OTHER
THAN THOSE SET FORTH ON SCHEDULE 3.6) OR (II) THAT INVOLVE ANY OF THE LOAN
DOCUMENTS.
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(B)
EXCEPT FOR THE MATTERS SET FORTH ON SCHEDULE 3.6, AND EXCEPT AS
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, NO LOAN
PARTY OR ANY OF ITS SUBSIDIARIES (I) HAS FAILED TO COMPLY WITH ANY ENVIRONMENTAL
LAW OR TO OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR OTHER APPROVAL
REQUIRED UNDER ANY ENVIRONMENTAL LAW, (II) HAS BECOME SUBJECT TO ANY
ENVIRONMENTAL LIABILITY, (III) HAS RECEIVED NOTICE OF ANY CLAIM WITH RESPECT TO
ANY ENVIRONMENTAL LIABILITY OR (IV) KNOWS OF ANY BASIS FOR ANY ENVIRONMENTAL
LIABILITY.
(C)
SINCE THE DATE OF THIS AGREEMENT, THERE HAS BEEN NO CHANGE IN THE
STATUS OF THE MATTERS SET FORTH ON SCHEDULE 3.6 THAT, INDIVIDUALLY OR IN THE
AGGREGATE, HAS RESULTED IN, OR COULD REASONABLY BE EXPECTED TO RESULT IN, A
MATERIAL ADVERSE EFFECT.
SECTION 3.7
Compliance with Laws and Agreements.
Each Loan Party, and
each of its Subsidiaries, is in compliance with all laws, regulations and orders
of any Governmental Authority applicable to it or its property and all
indentures, material agreements and other instruments binding upon it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.
No
Default or Event of Default has occurred and is continuing.
SECTION 3.8
Investment Company Status.
None of the Loan Parties or any
of their Subsidiaries is an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940.
SECTION 3.9
Taxes.
Each Loan Party, and each of its Subsidiaries, has
timely filed or caused to be filed all tax returns and reports required to have
been filed by it and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings, for which such Person