IN ACCORDANCE WITH APPLICABLE INTERNATIONAL, NATIONAL AND
OTHER APPLICABLE LAWS THAT HAS ACCORDED THE CREDIT PARTIES AND THEIR
SUBSIDIARIES FULL, EFFECTIVE, EXCLUSIVE AND ORIGINAL OWNERSHIP OF ALL TANGIBLE
AND INTANGIBLE PROPERTY AND INTELLECTUAL PROPERTY RIGHTS THEREBY ARISING OR
RELATING THERETO, OR (II) HAVE EXECUTED APPROPRIATE INSTRUMENTS OF ASSIGNMENT IN
FAVOR OF THE CREDIT PARTIES OR THEIR SUBSIDIARIES AS ASSIGNEE THAT HAVE CONVEYED
TO SUCH PERSON EFFECTIVE AND EXCLUSIVE OWNERSHIP OF ALL INTELLECTUAL PROPERTY
RIGHTS THEREBY ARISING AND RELATED THERETO.
5.12
PERMITS; LABOR
Each Credit Party is in compliance with, and has, all Permits necessary or
required by applicable law or Governmental Authorities for the operation of its
Business as presently conducted and as proposed to be conducted, and for the
execution, delivery and performance by, and enforcement against, such Credit
Party of each Loan Document, Revolving Loan Document and Related Document,
except where noncompliance, violation or lack thereof would not reasonably be
expected to result in, either individually or in the aggregate, a Material
Adverse Effect.
Except as listed in Schedule 5.12, (a) there is not any event,
fact, condition or circumstance which, with notice or passage of time or both,
would constitute or result in a conflict, breach, default or event of default
under, any of the foregoing Permits, in each case which would reasonably be
expected to result in, either individually or in the aggregate, a
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Material Adverse Effect, and (b) no Credit Party is nor has been involved in any
group labor dispute, strike, walkout or union organization.
5.13
NO DEFAULT; SOLVENCY
No Default or Event of Default exists.
Each Credit Party is and, after giving
effect to the transactions and the Indebtedness contemplated by the Loan
Documents and the transactions contemplated by the Revolving Loan Document and
the Related Documents, will be Solvent.
5.14
INSURANCE
All insurance policies of the Credit Parties or otherwise relating to their
Properties as of the Closing Date are listed and described on Schedule 5.14.
5.15
MARGIN STOCK; REGULATED ENTITIES; TAX REGULATIONS; OFAC; PATRIOT ACT
(A)
THE CREDIT PARTIES ARE NOT ENGAGED IN THE BUSINESS OF EXTENDING
CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING ANY "MARGIN STOCK" OR "MARGIN
SECURITY" (WITHIN THE MEANING OF REGULATIONS T, U OR X ISSUED BY THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM), AND NO PROCEEDS OF THE LOAN WILL BE
USED TO PURCHASE OR CARRY ANY MARGIN STOCK OR MARGIN SECURITY OR TO EXTEND
CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK OR
MARGIN SECURITY WITHIN THE MEANING OF SUCH REGULATIONS T, U OR X.
(B)
NO CREDIT PARTY OR ANY PERSON CONTROLLING ANY CREDIT PARTY IS
(A) AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF
1940; OR (B) SUBJECT TO REGULATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935, THE FEDERAL POWER ACT, THE INTERSTATE COMMERCE ACT, ANY STATE PUBLIC
UTILITIES CODE, OR ANY OTHER FEDERAL OR STATE STATUTE OR REGULATION LIMITING ITS
ABILITY TO INCUR INDEBTEDNESS.
(C)
NO