EXTENT SUCH REPORTS,
REVIEWS, AUDITS AND DOCUMENTS ARE IN THEIR POSSESSION, CUSTODY OR CONTROL.
SECTION 4.15
INTELLECTUAL PROPERTY.
EACH GROUP MEMBER OWNS OR LICENSES
ALL INTELLECTUAL PROPERTY THAT IS NECESSARY FOR THE OPERATIONS OF ITS BUSINESSES
EXCEPT AS, IN THE AGGREGATE, WOULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
TO THE KNOWLEDGE OF EACH GROUP MEMBER, (A) THE CONDUCT AND
OPERATIONS OF THE BUSINESSES OF EACH GROUP MEMBER DOES NOT INFRINGE,
MISAPPROPRIATE OR VIOLATE ANY INTELLECTUAL PROPERTY OWNED BY ANY OTHER PERSON
AND (B) NO OTHER PERSON HAS CONTESTED ANY RIGHT, TITLE OR INTEREST OF ANY GROUP
MEMBER IN, OR RELATING TO, ANY INTELLECTUAL PROPERTY, OTHER THAN, IN EACH CASE,
AS WOULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 4.16
TITLE; REAL PROPERTY.
EACH GROUP MEMBER HAS GOOD AND VALID
FEE SIMPLE TITLE TO ALL OWNED REAL PROPERTY AND VALID LEASEHOLD INTERESTS IN ALL
LEASED REAL PROPERTY, AND OWNS OR LEASES ALL PERSONAL PROPERTY NECESSARY FOR THE
CONDUCT OF ITS BUSINESS EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, AND NONE OF SUCH PROPERTY IS SUBJECT TO ANY LIEN EXCEPT
PERMITTED LIENS.
AS OF THE CLOSING DATE, NO GROUP MEMBER OWNS ANY FEE SIMPLE
INTEREST IN ANY REAL PROPERTY.
SECTION 4.17
FULL DISCLOSURE.
ALL OF THE REPRESENTATIONS OR WARRANTIES
MADE BY ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES IN THE LOAN
DOCUMENTS AS OF THE DATE SUCH REPRESENTATIONS AND WARRANTIES WERE MADE OR DEEMED
MADE, AND ALL OF THE INFORMATION OTHER
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THAN THE PROJECTIONS AND GENERAL ECONOMIC OR SPECIFIC INDUSTRY INFORMATION THAT
HAS BEEN MADE AVAILABLE TO THE SECURED PARTIES BY OR ON BEHALF OF ANY GROUP
MEMBER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES (INCLUDING THE INFORMATION
CONTAINED IN ANY FINANCIAL STATEMENT OR DISCLOSURE DOCUMENT), WHEN TAKEN AS A
WHOLE AND AFTER GIVING EFFECT TO ALL SUPPLEMENTS PREVIOUSLY MADE THERETO, WAS,
WHEN FURNISHED, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND DID NOT, WHEN
FURNISHED, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN NOT
MATERIALLY MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS
WERE MADE.
ALL PROJECTIONS THAT ARE PART OF SUCH INFORMATION (INCLUDING THOSE
SET FORTH IN ANY PROJECTIONS DELIVERED SUBSEQUENT TO THE CLOSING DATE) HAVE BEEN
PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED BY THE PREPARER THEREOF
TO BE REASONABLE AT THE TIME MADE AND AT THE TIME SUCH PROJECTIONS ARE MADE
AVAILABLE (IT BEING UNDERSTOOD AND AGREED THAT FINANCIAL PROJECTIONS ARE NOT A
GUARANTEE OF FINANCIAL PERFORMANCE AND ACTUAL RESULTS MAY DIFFER FROM FINANCIAL
PROJECTIONS AND SUCH DIFFERENCES MAY BE MATERIAL).
SECTION 4.18
ANTI-TERRORISM LAWS.
NO GROUP MEMBER (I) IS A PERSON
WHOSE PROPERTY OR INTEREST IN PROPERTY IS BLOCKED OR SUBJECT TO BLOCKING
PURSUANT TO SECTION 1 OF EXECUTIVE ORDER 13224 OF SEPTEMBER 23, 2001 BLOCKING
PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO
COMMIT, OR