OR OMITS TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED THAT, WITH
RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWER REPRESENTS ONLY THAT
SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO
BE REASONABLE AT THE TIME; IT BEING UNDERSTOOD AND AGREED THAT (A) ANY FINANCIAL
OR BUSINESS PROJECTIONS FURNISHED BY THE COMPANY ARE SUBJECT TO SIGNIFICANT
UNCERTAINTIES AND CONTINGENCIES, WHICH MAY BE BEYOND THE CONTROL OF THE
BORROWER, (B) NO ASSURANCE IS GIVEN BY THE BORROWER THAT THE RESULTS OR FORECAST
IN ANY SUCH PROJECTIONS WILL BE REALIZED AND (C) THE ACTUAL RESULTS MAY DIFFER
FROM THE FORECAST RESULTS SET FORTH IN SUCH PROJECTIONS AND SUCH DIFFERENCES MAY
BE MATERIAL; AND PROVIDED FURTHER THAT NO REPRESENTATION IS MADE IN THIS SECTION
5.15 WITH RESPECT TO ANY MATERIALS DELIVERED TO THE ADMINISTRATIVE AGENT OR THE
LENDERS PURSUANT TO SECTION 6.02(G), (H) OR (K) OR OTHER MATERIALS THAT MAY BE
DELIVERED BY THE BORROWER OR ITS SUBSIDIARIES (OTHER THAN MATERIALS REQUIRED TO
BE DELIVERED PURSUANT TO THE LOAN DOCUMENTS) THAT THE BORROWER OR SUCH
SUBSIDIARY SPECIFIES IN WRITING AT THE TIME OF DELIVERY IS NOT INTENDED TO BE
SUBJECT TO THIS SECTION 5.15.
ON AND AS OF THE DATE ON WHICH THE BORROWER OR
THE SPONSOR APPROVES THE INFORMATION MEMORANDUM FOR USE IN THE SYNDICATION OF
THE FACILITIES, THE BORROWER SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN THIS SECTION 5.15 WITH RESPECT TO THE INFORMATION
MEMORANDUM.
5.16
INTELLECTUAL PROPERTY; LICENSES, ETC.
EXCEPT AS SET FORTH ON
SCHEDULE 5.16, THE BORROWER AND ITS SUBSIDIARIES OWN, OR POSSESS THE RIGHT TO
USE, ALL OF THE MATERIAL TRADEMARKS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS,
AND, TO THE KNOWLEDGE OF THE BORROWER, PATENTS AND OTHER INTELLECTUAL PROPERTY
RIGHTS (COLLECTIVELY, "IP RIGHTS") THAT ARE REASONABLY NECESSARY FOR THE
OPERATION OF THEIR RESPECTIVE BUSINESSES, EXCEPT WHERE THE FAILURE TO OWN OR THE
RIGHT TO USE SUCH IP RIGHTS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
EXCEPT AS SET FORTH ON SCHEDULE 5.16, TO THE KNOWLEDGE OF THE
BORROWER, THE FOREGOING IP RIGHTS, ARE WITHOUT INFRINGEMENT, DILUTION OR
MISAPPROPRIATION WITH THE RIGHTS OF ANY OTHER PERSON.
EXCEPT AS SET FORTH ON
SCHEDULE 5.16, TO THE KNOWLEDGE OF THE BORROWER, NO SLOGAN OR OTHER ADVERTISING
DEVICE, PRODUCT, PROCESS, METHOD, SUBSTANCE, PART OR OTHER MATERIAL EMPLOYED BY
THE BORROWER OR ANY SUBSIDIARY INFRINGES, DILUTES OR MISAPPROPRIATES UPON ANY
RIGHTS HELD BY ANY OTHER PERSON.
NO CLAIM OR LITIGATION REGARDING ANY OF THE
FOREGOING IS PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED, WHICH,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.17
SOLVENCY.
EACH LOAN PARTY IS, INDIVIDUALLY AND TOGETHER WITH ITS
SUBSIDIARIES, SOLVENT.
5.18
CASUALTY, ETC.
NEITHER THE BUSINESS NOR THE PROPERTIES OF ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES ARE AFFECTED BY ANY FIRE, EXPLOSION, ACCIDENT,
STRIKE, LOCKOUT OR OTHER