AND THERE IS NO CONTAMINATION
OR MATERIAL VIOLATION OF APPLICABLE ENVIRONMENTAL LAWS AT, UNDER OR ABOUT SUCH
PROPERTIES OR SUCH OPERATIONS OF THE LOAN PARTIES AND THEIR RESPECTIVE
SUBSIDIARIES WHICH WOULD INTERFERE IN ANY MATERIAL RESPECT WITH THE CONTINUED
OPERATION OF SUCH PROPERTIES OR IMPAIR IN ANY MATERIAL RESPECT THE FAIR SALEABLE
VALUE THEREOF OR WITH SUCH OPERATIONS, EXCEPT FOR ANY SUCH VIOLATIONS OR
CONTAMINATION AS COULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
5.8
FINANCIAL STATEMENTS.
(A)
ALL FINANCIAL STATEMENTS CONCERNING THE LOAN
PARTIES AND THEIR RESPECTIVE SUBSIDIARIES WHICH HAVE BEEN FURNISHED TO
ADMINISTRATIVE AGENT AND LENDERS PURSUANT TO THIS AGREEMENT HAVE BEEN PREPARED
IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED (EXCEPT AS DISCLOSED THEREIN AND,
IN THE CASE OF UNAUDITED FINANCIAL STATEMENTS, EXCEPT FOR THE ABSENCE OF NOTES
AND FOR YEAR-END ADJUSTMENTS) AND PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE
FINANCIAL CONDITION OF THE PERSONS COVERED THEREBY AS OF THE DATE THEREOF AND
THE RESULTS OF THEIR OPERATIONS FOR THE PERIODS COVERED THEREBY AND DO AND WILL
DISCLOSE ALL MATERIAL LIABILITIES AND CONTINGENT OBLIGATIONS OF ANY OF THE LOAN
PARTIES OR THEIR RESPECTIVE SUBSIDIARIES AS AT THE DATES THEREOF.
(B)
ALL BUDGETS CONCERNING THE LOAN PARTIES AND
THEIR RESPECTIVE SUBSIDIARIES WHICH HAVE BEEN FURNISHED TO ADMINISTRATIVE AGENT
OR LENDERS WERE PREPARED IN GOOD FAITH BY OR ON BEHALF OF SUCH LOAN PARTY AND
SUCH SUBSIDIARIES.
5.9
INTELLECTUAL PROPERTY.
EACH OF THE LOAN
PARTIES AND THEIR RESPECTIVE SUBSIDIARIES OWNS, OR POSSESSES THE RIGHT TO USE
ALL PATENTS, COPYRIGHTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS, TECHNOLOGY
KNOW-HOW AND PROCESSES NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS CURRENTLY
48
OR ANTICIPATED TO BE CONDUCTED (COLLECTIVELY, THE "INTELLECTUAL PROPERTY
RIGHTS") WITHOUT INFRINGING UPON ANY VALIDLY ASSERTED RIGHTS OF OTHERS, EXCEPT
FOR ANY INTELLECTUAL PROPERTY RIGHTS THE ABSENCE OF WHICH COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO EVENT HAS OCCURRED WHICH
PERMITS, OR AFTER NOTICE OR LAPSE OF TIME OR BOTH WOULD PERMIT, THE REVOCATION
OR TERMINATION OF ANY SUCH RIGHTS EXCEPT TO THE EXTENT THE SAME WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
NEITHER THE LOAN PARTIES NOR ANY OF THEIR RESPECTIVE
SUBSIDIARIES HAS BEEN THREATENED IN WRITING WITH ANY LITIGATION REGARDING
INTELLECTUAL PROPERTY RIGHTS THAT WOULD PRESENT A MATERIAL IMPEDIMENT TO THE
BUSINESS OF ANY SUCH PERSON.
5.10
LITIGATION, INVESTIGATIONS, AUDITS, ETC.
EXCEPT
AS SET FORTH ON SCHEDULE 5.10, THERE IS NO ACTION, SUIT, PROCEEDING OR
INVESTIGATION PENDING AGAINST, OR, TO THE KNOWLEDGE OF THE LOAN PARTIES,
THREATENED AGAINST THE LOAN PARTIES OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR
ANY OF THEIR RESPECTIVE PROPERTIES, INCLUDING THE LICENSES, IN ANY COURT OR
BEFORE ANY ARBITRATOR OF ANY KIND OR BEFORE OR BY ANY GOVERNMENTAL AUTHORITY
(INCLUDING THE FCC OR ANY PUC), EXCEPT SUCH AS (A) AFFECT THE TELECOMMUNICATIONS
INDUSTRY GENERALLY, (B) DO NOT CALL INTO QUESTION THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR