EFFECT.
NO CLAIM HAS
BEEN ASSERTED AND IS PENDING BY ANY PERSON CHALLENGING OR QUESTIONING THE USE OF
ANY SUCH INTELLECTUAL PROPERTY OR THE VALIDITY OR EFFECTIVENESS OF ANY SUCH
INTELLECTUAL PROPERTY IN ANY MATERIAL RESPECT, NOR DOES ANY LOAN PARTY KNOW OF
ANY VALID BASIS FOR ANY SUCH CLAIM.
THE USE OF SUCH INTELLECTUAL PROPERTY BY
EACH LOAN PARTY DOES NOT INFRINGE THE RIGHTS OF ANY PERSON, EXCEPT FOR SUCH
CLAIMS AND INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
REGISTRATIONS.
EXCEPT PURSUANT TO LICENSES AND OTHER USER
AGREEMENTS ENTERED INTO BY EACH LOAN PARTY IN THE ORDINARY COURSE OF BUSINESS
THAT ARE LISTED IN SCHEDULE 12(A) OR 12(B) TO THE PERFECTION CERTIFICATE, ON AND
AS OF THE DATE HEREOF (I) EACH LOAN PARTY OWNS AND POSSESSES THE RIGHT TO USE,
AND HAS DONE NOTHING TO AUTHORIZE OR ENABLE ANY OTHER PERSON TO USE, ANY
COPYRIGHT, PATENT, INDUSTRIAL DESIGNS OR TRADEMARK (AS SUCH TERMS ARE DEFINED IN
THE SECURITY AGREEMENT) LISTED IN SCHEDULE 12(A) OR 12(B) TO THE PERFECTION
CERTIFICATE AND (II) ALL REGISTRATIONS LISTED IN SCHEDULE 12(A) OR 12(B) TO THE
PERFECTION CERTIFICATE ARE VALID AND IN FULL FORCE AND EFFECT.
(C)
NO VIOLATIONS OR PROCEEDINGS.
TO EACH LOAN PARTY'S KNOWLEDGE, ON
AND AS OF THE DATE HEREOF, THERE IS NO MATERIAL VIOLATION BY OTHERS OF ANY RIGHT
OF SUCH LOAN PARTY WITH RESPECT TO ANY COPYRIGHT, PATENT, INDUSTRIAL DESIGNS OR
TRADEMARK LISTED IN SCHEDULE 12(A) OR 12(B) TO THE PERFECTION CERTIFICATE,
PLEDGED BY IT UNDER THE NAME OF SUCH LOAN PARTY.
SECTION 3.07.
Equity Interests and Subsidiaries.
(A)
EQUITY INTERESTS.
SCHEDULES 1(A) AND 10(A) TO THE PERFECTION
CERTIFICATE DATED THE CLOSING DATE SET FORTH A LIST OF (I) ALL THE SUBSIDIARIES
OF HOLDINGS AND THEIR JURISDICTIONS OF
106
ORGANIZATION AS OF THE CLOSING DATE AND (II) THE NUMBER 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 COMPANY ARE DULY AND VALIDLY ISSUED AND ARE FULLY PAID AND
NON-ASSESSABLE, AND, OTHER THAN THE EQUITY INTERESTS OF US BORROWERS, ARE OWNED
BY LNT CENTER, DIRECTLY OR INDIRECTLY THROUGH WHOLLY OWNED SUBSIDIARIES.
ALL
EQUITY INTERESTS OF LNT ARE OWNED DIRECTLY BY HOLDINGS.
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 THE SECURITY INTEREST CREATED BY THE
SECURITY AGREEMENT, AND THERE ARE NO OUTSTANDING WARRANTS, OPTIONS OR OTHER
RIGHTS TO PURCHASE, OR SHAREHOLDER, VOTING TRUST OR SIMILAR AGREEMENTS
OUTSTANDING WITH RESPECT TO, OR PROPERTY THAT IS CONVERTIBLE INTO, OR THAT
REQUIRES THE ISSUANCE OR SALE OF, ANY SUCH EQUITY INTERESTS.
No Consent of Third Parties Required.
No consent of any