OR AS ARE
OTHERWISE MATERIAL TO THE CONDUCT OF THE BUSINESS OF THE LOAN PARTIES AS NOW
CONDUCTED WITHOUT, INDIVIDUALLY OR IN THE AGGREGATE, ANY INFRINGEMENT UPON
RIGHTS OF OTHER PERSONS.
ALL INTELLECTUAL PROPERTY OWNED OR LICENSED FROM THIRD
PERSONS DESCRIBED IN THIS SECTION 5.14 IS SET FORTH IN SCHEDULE 5.14
("INTELLECTUAL PROPERTY").
SECTION 5.15
ACCURACY OF INFORMATION.
NEITHER THIS AGREEMENT NOR ANY
DOCUMENT OR WRITTEN STATEMENT FURNISHED TO THE AGENT OR ANY OF THE LENDERS BY OR
ON BEHALF OF THE LOAN PARTIES IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY CONTAINS ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT
MISLEADING.
SECTION 5.16
INSURANCE.
ALL POLICIES OF INSURANCE IN EFFECT OF ANY KIND
OR NATURE OWNED BY OR ISSUED TO THE LOAN PARTIES, INCLUDING POLICIES OF FIRE,
THEFT, PRODUCT LIABILITY, PUBLIC LIABILITY, PROPERTY DAMAGE, OTHER CASUALTY,
EMPLOYEE FIDELITY, WORKERS' COMPENSATION, PROPERTY AND LIABILITY INSURANCE,
(A) AS OF THE CLOSING DATE ARE LISTED IN SCHEDULE 5.16 ("INSURANCE"), (B) ARE,
TOGETHER WITH ALL POLICIES OF EMPLOYEE HEALTH AND WELFARE AND TITLE INSURANCE,
IN FULL FORCE AND EFFECT, (C) COMPLY IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE REQUIREMENTS SET FORTH HEREIN AND IN THE SECURITY DOCUMENTS AND
(D) ARE OF A NATURE AND PROVIDE SUCH COVERAGE AS IS CUSTOMARILY CARRIED BY
COMPANIES ENGAGED IN SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTIES IN THE
SAME GENERAL AREAS IN WHICH THE LOAN PARTIES OPERATE.
NO LOAN PARTY PROVIDES
ANY OF ITS INSURANCE THROUGH SELF-INSURANCE EXCEPT AS DISCLOSED IN SCHEDULE 5.16
AND ORDINARY COURSE INSURANCE DEDUCTIBLES.
SECTION 5.17
INDEBTEDNESS.
OTHER THAN THE OBLIGATIONS, SUBORDINATED DEBT,
AND OTHER INDEBTEDNESS EXPRESSLY PERMITTED BY THE TERMS OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, THERE IS NO OTHER INDEBTEDNESS OF ANY OF THE LOAN
PARTIES AS OF THE CLOSING DATE.
SECTION 5.18
ENVIRONMENTAL MATTERS.
THE LOAN PARTIES ARE IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE ENVIRONMENTAL LAWS EXCEPT WHERE
FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE CHANGE OR TO GIVE RISE TO ANY ENVIRONMENTAL LIEN, AND THERE ARE NO
CONDITIONS OR CIRCUMSTANCES ASSOCIATED WITH THE CURRENTLY OR PREVIOUSLY OWNED,
OPERATED, USED OR LEASED PROPERTIES OR CURRENT OR PAST OPERATIONS OF THE LOAN
PARTIES OR ANY PREDECESSOR INTEREST OF THE LOAN PARTIES, WHICH MAY GIVE RISE TO
ENVIRONMENTAL LIABILITIES AND COSTS WHICH COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE CHANGE OR WHICH MAY GIVE RISE TO ANY ENVIRONMENTAL LIEN.
SECTION 5.19
NO BURDENSOME AGREEMENTS.
NO LOAN PARTY IS A PARTY TO OR HAS
ASSUMED ANY INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY LEASE OR OTHER AGREEMENT
OR INSTRUMENT OR SUBJECT TO ANY CHARTER OR OTHER CORPORATE RESTRICTION WHICH
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
48
SECTION 5.20
CONSENTS.
THE LOAN PARTIES HAVE ALL MATERIAL PERMITS AND
GOVERNMENTAL CONSENTS AND APPROVALS NECESSARY UNDER REQUIREMENTS OF LAW OR,