TO THE EXTENT SUCH REPORTS, REVIEWS,
AUDITS AND DOCUMENTS ARE IN THEIR POSSESSION, CUSTODY OR CONTROL.
77
4.15
INTELLECTUAL PROPERTY.
EACH GROUP MEMBER OWNS OR LICENSES ALL
INTELLECTUAL PROPERTY THAT IS NECESSARY FOR THE OPERATIONS OF ITS BUSINESSES.
TO THE KNOWLEDGE OF EACH GROUP MEMBER, (A) THE CONDUCT AND OPERATIONS OF THE
BUSINESSES OF EACH GROUP MEMBER DOES NOT INFRINGE, MISAPPROPRIATE, DILUTE,
VIOLATE OR OTHERWISE IMPAIR ANY INTELLECTUAL PROPERTY OWNED BY ANY OTHER PERSON
AND (B) NO OTHER PERSON HAS CONTESTED ANY RIGHT, TITLE OR INTEREST OF ANY GROUP
MEMBER IN, OR RELATING TO, ANY INTELLECTUAL PROPERTY, OTHER THAN, IN EACH CASE,
AS CANNOT REASONABLY BE EXPECTED TO AFFECT THE LOAN DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED THEREIN AND WOULD NOT, IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT.
IN ADDITION, (X) THERE ARE NO PENDING (OR, TO THE
KNOWLEDGE OF ANY GROUP MEMBER, THREATENED) ACTIONS, INVESTIGATIONS, SUITS,
PROCEEDINGS, AUDITS, CLAIMS, DEMANDS, ORDERS OR DISPUTES AFFECTING ANY GROUP
MEMBER WITH RESPECT TO, (Y) NO JUDGMENT OR ORDER REGARDING ANY SUCH CLAIM HAS
BEEN RENDERED BY ANY COMPETENT GOVERNMENTAL AUTHORITY, NO SETTLEMENT AGREEMENT
OR SIMILAR CONTRACTUAL OBLIGATION HAS BEEN ENTERED INTO BY ANY GROUP MEMBER,
WITH RESPECT TO AND (Z) NO GROUP MEMBER KNOWS OR HAS ANY REASON TO KNOW OF ANY
VALID BASIS FOR ANY CLAIM BASED ON, ANY SUCH INFRINGEMENT, MISAPPROPRIATION,
DILUTION, VIOLATION OR IMPAIRMENT OR CONTEST, OTHER THAN, IN EACH CASE, AS
CANNOT REASONABLY BE EXPECTED TO AFFECT THE LOAN DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED THEREIN AND WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT.
4.16
TITLE; REAL PROPERTY.
4.16.1
EACH GROUP MEMBER HAS GOOD AND MARKETABLE FEE SIMPLE TITLE TO ALL
OWNED REAL PROPERTY AND VALID LEASEHOLD INTERESTS IN ALL LEASED REAL PROPERTY,
AND OWNS ALL PERSONAL PROPERTY, IN EACH CASE THAT IS PURPORTED TO BE OWNED OR
LEASED BY IT, INCLUDING THOSE REFLECTED ON THE MOST RECENT FINANCIAL STATEMENTS
DELIVERED BY THE BORROWER, AND NONE OF SUCH PROPERTY IS SUBJECT TO ANY LIEN
EXCEPT PERMITTED LIENS.
4.16.2
SET FORTH ON SCHEDULE 4.16 IS, AS OF THE CLOSING DATE, (I) A COMPLETE
AND ACCURATE LIST OF ALL REAL PROPERTY OWNED IN FEE SIMPLE BY ANY GROUP MEMBER
OR IN WHICH ANY GROUP MEMBER OWNS A LEASEHOLD INTEREST SETTING FORTH, FOR EACH
SUCH REAL PROPERTY, THE CURRENT STREET ADDRESS (INCLUDING, WHERE APPLICABLE,
COUNTY, STATE AND OTHER RELEVANT JURISDICTIONS), THE RECORD OWNER THEREOF (FOR
OWNED PROPERTY), AND, WHERE APPLICABLE, EACH LESSEE AND SUBLESSEE THEREOF, (II)
ANY LEASE, SUBLEASE, LICENSE OR SUBLICENSE OF SUCH REAL PROPERTY BY ANY GROUP
MEMBER AND (III) FOR EACH SUCH REAL PROPERTY THAT THE ADMINISTRATIVE AGENT HAS
REQUESTED BE SUBJECT TO A MORTGAGE OR THAT IS OTHERWISE MATERIAL TO THE BUSINESS
OF ANY GROUP MEMBER, EACH CONTRACTUAL OBLIGATION BY ANY GROUP MEMBER, WHETHER
CONTINGENT OR OTHERWISE, TO SELL SUCH REAL PROPERTY.
4.17
INACTIVE SUBSIDIARY.
BEACON SALES COMPANY, INCORPORATED (A) DOES
NOT OWN ANY ASSETS, (B) HAS NOT INCURRED ANY LIABILITIES (OTHER THAN PURCHASE
MONEY INDEBTEDNESS UNDER THE THREE NOTE AND SECURITY AGREEMENTS WITH