SCHEDULE 3.05(C), AT LEAST ONE LOAN PARTY OWNS, OR IS LICENSED TO USE, ALL
PATENTS, PATENT APPLICATIONS, TRADEMARKS, TRADE NAMES, SERVICE MARKS,
COPYRIGHTS, TECHNOLOGY, TRADE SECRETS, PROPRIETARY INFORMATION, DOMAIN NAMES,
KNOW-HOW AND PROCESSES NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS CURRENTLY
CONDUCTED (THE "INTELLECTUAL PROPERTY"), EXCEPT FOR THOSE THE FAILURE TO OWN OR
LICENSE WHICH, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
WITH RESPECT TO THOSE LICENSE
AGREEMENTS LISTED IN SCHEDULE 3.05(C), EACH LOAN PARTY IS USING COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN A CONSENT FROM EACH THIRD-PARTY LICENSOR LISTED
THEREIN TO BECOME THE LICENSEE OF THE APPLICABLE LICENSE AGREEMENT.
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, 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.
(D)
(I) NO COMPANY HAS RECEIVED ANY NOTICE OF,
NOR HAS ANY KNOWLEDGE OF, THE OCCURRENCE OR PENDENCY OR CONTEMPLATION OF ANY
CASUALTY EVENT AFFECTING ALL OR ANY PORTION OF THE PROPERTY
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AND (II) NO MORTGAGE ENCUMBERS IMPROVED REAL PROPERTY THAT IS LOCATED IN AN AREA
THAT HAS BEEN IDENTIFIED BY THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT AS AN
AREA HAVING SPECIAL FLOOD HAZARDS AND WITH RESPECT TO WHICH FLOOD INSURANCE HAS
BEEN MADE AVAILABLE UNDER THE NATIONAL FLOOD INSURANCE ACT OF 1968.
SECTION 3.06
EQUITY INTERESTS AND SUBSIDIARIES.
(A)
SCHEDULE 3.06(A) SETS
FORTH A LIST OF (I) ALL THE SUBSIDIARIES AND THEIR JURISDICTION OF ORGANIZATION
AS OF THE CLOSING DATE AND (II) THE NUMBER OF SHARES OF EACH CLASS OF ITS EQUITY
INTERESTS AUTHORIZED, AND THE NUMBER OUTSTANDING (AND THE RECORD HOLDER OF SUCH
EQUITY INTERESTS), 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 (OTHER THAN
HOLDINGS) ARE DULY AND VALIDLY ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE AND,
EXCEPT AS SET FORTH ON SCHEDULE 3.06(A), ARE OWNED BY HOLDINGS OR BORROWERS,
DIRECTLY OR INDIRECTLY THROUGH WHOLLY OWNED SUBSIDIARIES AND ALL EQUITY
INTERESTS OF BORROWERS 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 THE SECOND PRIORITY SECURITY INTEREST SECURING THE TERM
LOAN INDEBTEDNESS, 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