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
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INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.17
INTELLECTUAL PROPERTY; LICENSES, ETC.
THE BORROWER AND EACH OF ITS
RESTRICTED SUBSIDIARIES OWNS, OR POSSESSES THE RIGHT TO USE, ALL OF THE
TRADEMARKS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS, PATENTS, PATENT RIGHTS,
FRANCHISES, LICENSES AND OTHER INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY,
"INTELLECTUAL PROPERTY") THAT ARE REASONABLY NECESSARY FOR THE OPERATION OF ITS
BUSINESSES EXCEPT AS, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND, TO THE KNOWLEDGE
OF THE BORROWER, SUCH INTELLECTUAL PROPERTY RIGHTS DO NOT CONFLICT WITH THE
RIGHTS OF ANY OTHER PERSON THAT IN ANY RESPECT, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.18
SOLVENCY.
THE BORROWER IS, AND THE BORROWER AND ITS SUBSIDIARIES,
TAKEN TOGETHER, ARE, SOLVENT.
5.19
SECURITY INTERESTS.
AT ALL TIMES THAT A RATING CONDITION EXISTS,
THE COLLATERAL DOCUMENTS CREATE, AS SECURITY FOR THE OBLIGATIONS, VALID AND
ENFORCEABLE PERFECTED SECURITY INTERESTS IN AND LIENS ON ALL OF THE COLLATERAL
SUBJECT THERETO TO THE EXTENT SUCH LIENS CAN BE PERFECTED BY THE FILING OF A
FINANCING STATEMENT OR THE DELIVERY OF SECURITIES, SUPERIOR TO AND PRIOR TO THE
RIGHTS OF ALL THIRD PERSONS AND SUBJECT TO NO OTHER LIENS OTHER THAN LIENS
PERMITTED PURSUANT TO SECTION 7.01, IN FAVOR OF THE ADMINISTRATIVE AGENT.
AT
ALL TIMES ON OR AFTER THE CLOSING DATE, THE LOAN PARTIES HAVE GOOD AND
MARKETABLE TITLE TO ALL COLLATERAL FREE AND CLEAR OF ALL LIENS (EXCEPT AS
CREATED PURSUANT TO THE COLLATERAL DOCUMENTS AND EXCEPT AS PERMITTED PURSUANT TO
SECTION 7.01).
5.20
INSURANCE LICENSES.
EACH REGULATED INSURANCE COMPANY HAS OBTAINED
AND MAINTAINS IN FULL FORCE AND EFFECT ALL LICENSES AND PERMITS FROM ALL
APPLICABLE INSURANCE REGULATORY AUTHORITIES NECESSARY TO OPERATE IN THE
JURISDICTIONS IN WHICH SUCH REGULATED INSURANCE COMPANY OPERATES, IN EACH CASE
OTHER THAN SUCH LICENSES AND PERMITS THE FAILURE TO OBTAIN OR MAINTAIN,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.21
LABOR MATTERS.
THERE ARE NO COLLECTIVE BARGAINING AGREEMENTS OR
MULTIEMPLOYER PLANS COVERING THE EMPLOYEES OF THE BORROWER OR ANY OF ITS
RESTRICTED SUBSIDIARIES AS OF THE CLOSING DATE AND NEITHER THE BORROWER NOR ANY
OF ITS RESTRICTED SUBSIDIARIES HAS SUFFERED ANY STRIKES, WALKOUTS, WORK
STOPPAGES OR OTHER MATERIAL LABOR DIFFICULTY WITHIN THE LAST FIVE YEARS.
ARTICLE VI
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall, and shall (except in the case