CASE OF REAL PROPERTY LOCATED IN THE UNITED STATES,
WHETHER SUCH LEASE, SUBLEASE OR OTHER INSTRUMENT REQUIRES THE CONSENT OF THE
LANDLORD THEREUNDER OR OTHER PARTIES THERETO TO THE TRANSACTIONS.
58
(C)
SCHEDULES 11(A) AND 11(B) TO THE PERFECTION CERTIFICATE SET FORTH
A LIST OF ALL PATENTS, PATENT APPLICATIONS, REGISTERED TRADEMARKS, DOMAIN NAMES,
REGISTERED SERVICE MARKS, AND REGISTERED COPYRIGHTS OWNED AND NECESSARY TO SUCH
LOAN PARTY FOR THE CONDUCT OF THE BUSINESS OF THE COMPANIES AS CURRENTLY
CONDUCTED (THE "INTELLECTUAL PROPERTY"), EXCEPT FOR THOSE THE FAILURE TO OWN OR
LICENSE WHICH, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO WRITTEN CLAIM HAS BEEN
ASSERTED AND IS PENDING OR HAS BEEN THREATENED IN WRITING AGAINST THE LOAN PARTY
BY ANY PERSON CHALLENGING OR QUESTIONING THE VALIDITY OR EFFECTIVENESS OF OR
ALLEGING INFRINGEMENT OR OTHER VIOLATION OF ANY SUCH U.S. INTELLECTUAL PROPERTY,
EXCEPT AS SET FORTH IN SCHEDULE 3.05(C).
TO THE KNOWLEDGE OF EACH LOAN PARTY,
THE USE OF SUCH INTELLECTUAL PROPERTY BY EACH LOAN PARTY DOES NOT INFRINGE OR
OTHERWISE VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON, EXCEPT FOR
SUCH CLAIMS, VIOLATIONS, AND INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO BE MATERIAL TO THE COMPANIES
TAKEN AS A WHOLE.
SECTION 3.06.
EQUITY INTERESTS AND SUBSIDIARIES
(A)
SCHEDULE 3.06(A) SETS FORTH A LIST OF (I) ALL THE SUBSIDIARIES AND
THEIR JURISDICTION OF ORGANIZATION AS OF THE CLOSING DATE AND (II) THE NUMBER OF
SHARES OF EACH CLASS OF ITS EQUITY INTERESTS AUTHORIZED, AND THE NUMBER
OUTSTANDING, ON THE CLOSING DATE AND THE NUMBER OF SHARES COVERED BY ALL
OUTSTANDING OPTIONS, WARRANTS, RIGHTS OF CONVERSION OR PURCHASE AND SIMILAR
RIGHTS AT THE CLOSING DATE.
ALL EQUITY INTERESTS OF EACH SUBSIDIARY ARE DULY
AND VALIDLY ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE AND ARE OWNED DIRECTLY
OR INDIRECTLY BY BORROWER.
ALL EQUITY INTERESTS OF BORROWER ARE OWNED DIRECTLY
BY PARENT.
EACH LOAN PARTY IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD
AND MARKETABLE TITLE TO, THE EQUITY INTERESTS PLEDGED BY IT UNDER THE SECURITY
AGREEMENT, FREE OF ANY AND ALL LIENS, RIGHTS OR CLAIMS OF OTHER PERSONS, EXCEPT
FOR PERMITTED LIENS.
(B)
NO CONSENT OF ANY PERSON INCLUDING ANY OTHER GENERAL OR LIMITED
PARTNER, ANY OTHER MEMBER OF A LIMITED LIABILITY COMPANY, ANY OTHER SHAREHOLDER
OR ANY TRUST BENEFICIARY IS NECESSARY OR DESIRABLE IN CONNECTION WITH THE
CREATION, PERFECTION OR FIRST PRIORITY STATUS OF THE SECURITY INTEREST OF THE
COLLATERAL AGENT IN ANY EQUITY INTERESTS, SUBJECT ONLY TO PERMITTED LIENS,
PLEDGED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES UNDER THE
SECURITY AGREEMENT OR THE EXERCISE BY THE COLLATERAL AGENT OF THE VOTING OR
OTHER RIGHTS PROVIDED FOR IN THE SECURITY AGREEMENT OR THE EXERCISE OF REMEDIES
IN RESPECT THEREOF.
SECTION 3.07.
LITIGATION; COMPLIANCE WITH LAWS
(A)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS AT LAW OR IN EQUITY BY
OR BEFORE ANY GOVERNMENTAL AUTHORITY NOW PENDING OR, TO THE KNOWLEDGE