NO LEGAL BAR.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
BORROWER OF THE LOAN DOCUMENTS, THE BORROWINGS AND OTHER EXTENSIONS OF CREDIT
HEREUNDER AND THE USE OF THE PROCEEDS THEREOF AND THE CONSUMMATION OF THE
TRANSACTIONS WILL NOT (A) VIOLATE ANY REQUIREMENT OF LAW OR CONTRACTUAL
OBLIGATION OF ANY LOAN PARTY OR OF ANY OF ITS SUBSIDIARIES EXCEPT (OTHER THAN
WITH RESPECT TO SECURITY DOCUMENTS OR THE ORGANIZATIONAL AND GOVERNING DOCUMENTS
OF SUCH LOAN PARTY OR SUBSIDIARIES), AS WOULD NOT, IN THE AGGREGATE, REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, OR (B) RESULT IN, OR
REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF ITS OR THEIR
RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO ANY SUCH REQUIREMENT OF LAW OR
CONTRACTUAL OBLIGATION (OTHER THAN THOSE LIENS CREATED BY THE LOAN DOCUMENTS).
5.6.
NO MATERIAL LITIGATION.
EXCEPT AS DISCLOSED IN FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE HEADINGS "LITIGATION" OR "LEGAL
PROCEEDINGS" OR SIMILAR HEADINGS, NO LITIGATION, INVESTIGATION OR PROCEEDING OF
OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING OR, TO THE
KNOWLEDGE OF THE LOAN PARTIES, THREATENED BY OR AGAINST ANY LOAN PARTY OR ANY OF
ITS SUBSIDIARIES OR AGAINST ANY OF ITS OR THEIR RESPECTIVE PROPERTIES OR
REVENUES (A) WITH RESPECT TO ANY OF THE LOAN DOCUMENTS AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR (B) WHICH WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.7.
NO DEFAULT.
NO LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS IN
DEFAULT UNDER OR WITH RESPECT TO ANY OF ITS CONTRACTUAL OBLIGATIONS IN ANY
RESPECT WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO DEFAULT OR EVENT OF DEFAULT (UNDER AND AS DEFINED IN THE INDENTURE GOVERNING
THE EXISTING NOTES) HAS OCCURRED AND IS CONTINUING.
NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING.
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5.8.
OWNERSHIP OF PROPERTY; LIENS.
EACH OF THE LOAN PARTIES AND ITS
SUBSIDIARIES HAS GOOD RECORD AND MARKETABLE TITLE IN FEE SIMPLE TO, OR A VALID
LEASEHOLD INTEREST IN, ALL ITS REAL PROPERTY, AND GOOD TITLE TO, OR A VALID
LEASEHOLD INTEREST IN, ALL ITS OTHER PROPERTY, EXCEPT TO THE EXTENT THAT THE
FAILURE TO HAVE SUCH TITLE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
NONE OF
SUCH PROPERTY IS SUBJECT TO ANY LIEN EXCEPT AS PERMITTED BY SUBSECTION 8.3.
WITH RESPECT TO REAL PROPERTY OR INTERESTS IN REAL PROPERTY, AS OF THE CLOSING
DATE, THE BORROWER OR ITS SUBSIDIARIES HAVE (I) FEE TITLE TO ALL OF THE REAL
PROPERTY LISTED ON SCHEDULE 5.8 UNDER THE HEADING "FEE PROPERTIES" (EACH, A "FEE
PROPERTY"), AND (II) GOOD AND VALID TITLE TO THE LEASEHOLD ESTATES IN ALL OF THE
REAL PROPERTY LEASED BY IT AND LISTED ON SCHEDULE 5.8 UNDER THE HEADING "LEASED
PROPERTIES" (EACH, A "LEASED PROPERTY"), IN EACH CASE FREE AND CLEAR OF ALL
MORTGAGES, LIENS, SECURITY INTERESTS, EASEMENTS, COVENANTS, RIGHTS-OF-WAY AND
OTHER SIMILAR RESTRICTIONS OF ANY NATURE WHATSOEVER, EXCEPT (A) LIENS PERMITTED
PURSUANT TO SUBSECTION 8.3, (B) AS TO LEASED