OF
BORROWER, THERE IS NO ORGANIZATION ACTIVITY REGARDING EMPLOYEES OR OTHER
LABORERS OF THE PROPERTY AND NO QUESTION OF UNION REPRESENTATION OF SUCH
EMPLOYEES OR OTHER LABORERS CURRENTLY EXISTS.
(E)
THE EXECUTION OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT RESULT IN ANY BREACH OR
OTHER VIOLATION OF ANY COLLECTIVE BARGAINING AGREEMENT, EMPLOYMENT AGREEMENT,
CONSULTING AGREEMENT, OR ANY OTHER LABOR-RELATED AGREEMENT TO WHICH BORROWER IS
A PARTY AND/OR IS BOUND BY AND/OR THAT PERTAINS TO ANY OF THE BORROWER'S
EMPLOYEES.
4.1.39.
INTELLECTUAL PROPERTY COLLATERAL.
SCHEDULE IV CORRECTLY SET FORTH
ALL REGISTERED COPYRIGHTS, PATENTS, TRADEMARKS AND DOMAIN NAMES OWNED BY
BORROWER AS OF THE DATE HEREOF.
BORROWER OWNS OR POSSESSES THE VALID RIGHT TO
USE ALL SUCH COPYRIGHTS, PATENTS, TRADEMARKS AND DOMAIN NAMES; ALL REGISTRATIONS
THEREFOR HAVE BEEN VALIDLY ISSUED UNDER APPLICABLE LAW AND ARE IN FULL FORCE AND
EFFECT; ALL APPLICABLE MATERIAL MAINTENANCE FEES, AFFIDAVITS AND OTHER FILINGS
OR PAYMENTS ARE CURRENT AND SHALL REMAIN CURRENT THROUGHOUT THE DURATION OF THIS
AGREEMENT; NO CLAIM HAS BEEN MADE IN WRITING OR, TO THE KNOWLEDGE OF BORROWER,
ORALLY, THAT ANY OF SUCH COPYRIGHTS, PATENTS, TRADEMARKS AND DOMAIN NAMES IS
INVALID OR UNENFORCEABLE OR THAT THE USE OR PRACTICE OF SUCH COPYRIGHTS,
PATENTS, TRADEMARKS AND DOMAIN NAMES VIOLATES OR INFRINGES THE RIGHTS OF ANY
OTHER PERSON, AND TO THE KNOWLEDGE OF BORROWER THERE IS NO SUCH VIOLATION OR
INFRINGEMENT IN EXISTENCE, AND NO OTHER PERSON IS PRESENTLY INFRINGING UPON THE
RIGHTS OF BORROWER WITH REGARD TO ANY SUCH COPYRIGHTS, PATENTS, TRADEMARKS AND
DOMAIN NAMES.
4.1.40.
MATERIAL OPERATING AGREEMENTS.
(A)
ATTACHED HERETO AS SCHEDULE VI IS A TRUE, CORRECT AND COMPLETE
LIST OF ALL MATERIAL OPERATING AGREEMENTS IN EFFECT ON THE DATE HEREOF,
INCLUDING ANY AND ALL AMENDMENTS, SUPPLEMENTS AND OTHER MODIFICATIONS THERETO.
(B)
PRIOR TO THE DATE HEREOF, BORROWER HAS CAUSED TO BE DELIVERED TO
LENDER A TRUE, CORRECT AND COMPLETE COPY OF EACH MATERIAL OPERATING AGREEMENT.
AS OF THE DATE HEREOF, NO EVENTS OR CIRCUMSTANCES EXIST WHICH, WITH OR WITHOUT
THE GIVING OF NOTICE, THE PASSAGE OF TIME OR BOTH, WOULD BE REASONABLY LIKELY TO
CONSTITUTE A DEFAULT BY BORROWER (OR ITS AFFILIATES) OR, TO BORROWER'S
KNOWLEDGE, ANY OTHER PARTY OF ANY MATERIAL COVENANT OR OBLIGATION ON THE PART OF
ANY PARTY UNDER ANY MATERIAL OPERATING AGREEMENT.
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(C)
EACH MATERIAL OPERATING AGREEMENT IS IN FULL FORCE AND EFFECT AND
CONSTITUTES THE LEGAL, VALID, BINDING AND ENFORCEABLE OBLIGATION AGAINST THE
BORROWER PARTY THAT IS A PARTY THERETO AND, TO BORROWER'S ACTUAL KNOWLEDGE, ANY
COUNTERPARTY THERETO, IN ALL MATERIAL RESPECTS, SUBJECT IN EACH CASE TO
BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM AND
SIMILAR LAWS AND REGULATIONS OF GENERAL APPLICABILITY RELATING TO OR AFFECTING
CREDITORS' RIGHTS AND TO EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
(D)
NEITHER THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS, THE
PERFORMANCE OF ANY BORROWER PARTY THEREUNDER, THE RECORDATION OF THE SECURITY
INSTRUMENT OR OTHER LOAN DOCUMENTS, NOR THE EXERCISE OF ANY RIGHTS OR REMEDIES
BY LENDER, WILL ADVERSELY AFFECT ANY BORROWER PARTY'S