NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(B)
EACH OF THE BORROWER AND THE SUBSIDIARIES
OWNS, OR IS ENTITLED TO USE, ALL UNITED STATES TRADEMARKS, TRADE NAMES,
COPYRIGHTS, PATENTS AND TRADE SECRETS MATERIAL TO ITS BUSINESS, AND THE USE
THEREOF BY THE BORROWER AND THE SUBSIDIARIES DOES NOT INFRINGE UPON THE RIGHTS
OF ANY OTHER PERSON, EXCEPT FOR ANY SUCH FAILURE TO OWN OR BE ENTITLED TO USE OR
INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 4.6.
LITIGATION AND ENVIRONMENTAL
MATTERS
(A)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS
BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY PENDING AGAINST OR, TO THE
KNOWLEDGE OF THE BORROWER, THREATENED AGAINST THE BORROWER OR ANY OF THE
SUBSIDIARIES (I) THAT WOULD REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE
AGGREGATE, TO RESULT IN A MATERIAL ADVERSE EFFECT (OTHER THAN THE DISCLOSED
MATTERS) OR (II) THAT RELATE TO THE EXECUTION, DELIVERY, VALIDITY OR
ENFORCEABILITY OF ANY LOAN DOCUMENT OR THE PERFORMANCE OF ANY OF THE
TRANSACTIONS BY ANY OF THE PARTIES THERETO.
(B)
EXCEPT FOR THE DISCLOSED MATTERS AND EXCEPT
WITH RESPECT TO ANY OTHER MATTERS THAT, INDIVIDUALLY OR IN THE AGGREGATE, WOULD
NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, NEITHER THE
BORROWER NOR ANY OF THE SUBSIDIARIES (I) HAS FAILED TO COMPLY WITH ANY
ENVIRONMENTAL LAW OR TO OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR
OTHER APPROVAL REQUIRED UNDER ANY ENVIRONMENTAL LAW, (II) HAS BECOME SUBJECT TO
ANY ENVIRONMENTAL LIABILITY, (III) HAS RECEIVED WRITTEN NOTICE OF ANY CLAIM WITH
RESPECT TO ANY ENVIRONMENTAL LIABILITY OR (IV) KNOWS OF ANY BASIS FOR ANY
ENVIRONMENTAL LIABILITY.
SECTION 4.7.
COMPLIANCE WITH LAWS AND
AGREEMENTS
Each of the Borrower and the Subsidiaries is in compliance with all laws,
regulations (including the Communications Act and State Law) and orders of any
Governmental Authority (including the FCC and State PUCs) applicable to it or
its property and all indentures, agreements and other instruments binding upon
it or its property, except, in each case, where the failure to do so,
individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect.
No Default has occurred and is continuing.
SECTION 4.8.
INVESTMENT COMPANY STATUS
None of the Borrower nor any of the Subsidiaries is an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940.
59
SECTION 4.9.
TAXES
Each of the Borrower and the Subsidiaries has timely filed or caused to be filed
all Tax returns and reports required to have been filed and has paid or caused
to be paid all Taxes required to have been paid by it, except (i) Taxes that are
being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves to the extent required by GAAP or (ii) to the extent that the failure
to