with GAAP, subject to year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above.
(B)
SINCE DECEMBER 31, 2003, NO EVENT HAS
OCCURRED THAT COULD REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.06.
Properties.
(a) Except as set forth in
Schedule 3.06(a), Borrower has good and marketable title to, or, as applicable,
valid leasehold interests in, all its real and personal property material to its
business, which is free and clear of any and all Liens or encumbrances of any
nature or kind except for the Permitted Encumbrances and Liens in favor of the
Administrative Agent and other Liens permitted by Section 6.02 hereof and has
full corporate power and lawful authority to bargain, grant, sell, mortgage,
assign, transfer, convey and grant a security interest in all of the property
and without obtaining the waiver, consent or approval of any lessor, sublessor,
governmental agency or entity or other party whomsoever or
42
whatsoever other than with respect to the Excluded Assets and then only to the
extent that the failure to obtain such waiver, consent or approval would not
cause a Material Adverse Effect.
(B)
SCHEDULE 3.06(B) DESCRIBES ALL OF THE LEASES
(WHETHER OR NOT MATERIAL, BUT NOT INCLUDING RIGHTS-OF-WAY OR SIMILAR AGREEMENTS
THAT ARE PART OF THE COLLATERAL COVERED BY THE SECURITY DOCUMENTS) IN EFFECT AS
OF THE EFFECTIVE DATE (COPIES OF EACH OF WHICH HAVE BEEN PROVIDED TO THE
ADMINISTRATIVE AGENT), EACH OF WHICH TO THE KNOWLEDGE OF THE LOAN PARTY THAT IS
A PARTY THERETO, (I) HAS BEEN DULY EXECUTED AND DELIVERED BY AND CONSTITUTES THE
LEGAL, VALID AND BINDING OBLIGATION OF, THE LOAN PARTY THAT IS PARTY THERETO IN
ACCORDANCE WITH ITS TERMS, EXCEPT FOR CREDITORS' RIGHTS AND EQUITABLE
PRINCIPLES, (II) IS IN FULL FORCE AND EFFECT AND THERE IS NO DEFAULT THEREUNDER
IN THE PAYMENT OF RENT OR OTHERWISE AND (III) HAS NOT BEEN AMENDED OR MODIFIED,
NOR ANY PROVISIONS THEREOF WAIVED, EXCEPT, IN EACH CASE, FOR MATTERS WHICH IN
THE AGGREGATE COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(C)
EACH LOAN PARTY OWNS, OR IS LICENSED TO
USE, ALL TRADEMARKS, TRADE NAMES, COPYRIGHTS, PATENTS AND OTHER INTELLECTUAL
PROPERTY MATERIAL TO ITS BUSINESS, AND THE USE THEREOF BY THE LOAN PARTIES 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.
(D)
THE PLACE OF BUSINESS OR CHIEF EXECUTIVE
OFFICE OF EACH LOAN PARTY IS AT THE LOCATION SHOWN ON SCHEDULE 3.06(D) OR AT
SUCH OTHER LOCATIONS AS DISCLOSED TO THE ADMINISTRATIVE AGENT IN WRITING AFTER
THE DATE HEREOF.
THE "LOCATION" OF EACH LOAN PARTY AS DETERMINED BY
SECTION 9.307 OF THE UCC IS SHOWN ON SCHEDULE 3.06(D).
THE FEDERAL EMPLOYEE
IDENTIFICATION NUMBER FOR EACH LOAN PARTY IS SET FORTH ON SCHEDULE 3.06(D).
(E)
BORROWER HAS ALL EASEMENTS, RIGHTS OF WAY,
LICENSES, PERMITS, LEASES