CASE OF ANY DOCUMENT OR INFORMATION NOT FURNISHED BY ONE OF
ITS SUBSIDIARIES) 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 COMPANY
63
REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON
ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME.
5.16
COMPLIANCE WITH LAWS.
EACH OF THE COMPANY AND EACH SUBSIDIARY IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL LAWS AND ALL
ORDERS, WRITS, INJUNCTIONS AND DECREES APPLICABLE TO IT OR TO ITS PROPERTIES,
EXCEPT IN SUCH INSTANCES IN WHICH (A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT,
INJUNCTION OR DECREE IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY CONDUCTED OR (B) THE FAILURE TO COMPLY THEREWITH, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
5.17
INTELLECTUAL PROPERTY; LICENSES, ETC.
THE COMPANY AND ITS
SUBSIDIARIES OWN, OR POSSESS THE RIGHT TO USE, ALL OF THE TRADEMARKS, SERVICE
MARKS, TRADE NAMES, COPYRIGHTS, PATENTS, PATENT RIGHTS, FRANCHISES, LICENSES AND
OTHER INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, "IP RIGHTS") THAT ARE
REASONABLY NECESSARY FOR THE OPERATION OF THEIR RESPECTIVE BUSINESSES, WITHOUT
CONFLICT WITH THE RIGHTS OF ANY OTHER PERSON.
TO THE BEST KNOWLEDGE OF THE
COMPANY, NO SLOGAN OR OTHER ADVERTISING DEVICE, PRODUCT, PROCESS, METHOD,
SUBSTANCE, PART OR OTHER MATERIAL NOW EMPLOYED, OR NOW CONTEMPLATED TO BE
EMPLOYED, BY THE COMPANY OR ANY SUBSIDIARY INFRINGES UPON ANY RIGHTS HELD BY ANY
OTHER PERSON.
NO CLAIM OR LITIGATION REGARDING ANY OF THE FOREGOING IS PENDING
OR, TO THE BEST KNOWLEDGE OF THE COMPANY, THREATENED, WHICH, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
5.18
SENIOR NOTE DOCUMENTS.
THE COMPANY HAS HERETOFORE FURNISHED TO THE
ADMINISTRATIVE AGENT TRUE, COMPLETE AND CORRECT COPIES OF THE SENIOR NOTE
DOCUMENTS (INCLUDING SCHEDULES, EXHIBITS AND ANNEXES THERETO).
THE SENIOR NOTE
DOCUMENTS HAVE NOT BEEN AMENDED, SUPPLEMENTED OR MODIFIED SINCE THE CLOSING DATE
(EXCEPT AS OTHERWISE CONSENTED TO BY THE REQUIRED LENDERS) AND CONSTITUTE THE
COMPLETE UNDERSTANDING AMONG THE PARTIES THERETO IN RESPECT OF THE MATTERS AND
TRANSACTIONS COVERED THEREBY.
NO "EVENT OF DEFAULT" UNDER (AND AS DEFINED IN)
THE SENIOR NOTE INDENTURE HAS OCCURRED AND IS CONTINUING.
5.19
MATERIAL DOMESTIC SUBSIDIARIES.
AS OF THE CLOSING DATE SCHEDULE
5.19, OR AS OF THE DATE THEREOF THE MOST RECENT SUPPLEMENT TO SCHEDULE 5.19
DELIVERED BY THE COMPANY PURSUANT TO SECTION 6.02(F) OR SECTION 7.04(C)(IV),
SETS FORTH DOMESTIC SUBSIDIARIES OF THE COMPANY (ON A PRO FORMA BASIS, IN THE
CASE OF ANY SUPPLEMENT DELIVERED PURSUANT TO SECTION 7.04(C)(IV)) (I) THE TOTAL
ASSETS OF WHICH (NOT INCLUDING EQUITY INTERESTS OF ITS SUBSIDIARIES), IN THE
AGGREGATE TOGETHER WITH THE TOTAL ASSETS OF THE COMPANY (NOT INCLUDING EQUITY
INTERESTS OF ITS SUBSIDIARIES), EXCEED EIGHTY-FIVE PERCENT (85.0%) OF THE TOTAL
ASSETS OF THE COMPANY AND ITS DOMESTIC SUBSIDIARIES IN THE AGGREGATE (NOT
INCLUDING EQUITY INTERESTS OF THEIR RESPECTIVE SUBSIDIARIES) AND (II)