EXECUTION WILL CONSTITUTE, A
LEGAL, VALID AND BINDING OBLIGATION OF EACH LOAN PARTY PARTY THERETO,
ENFORCEABLE AGAINST EACH SUCH LOAN PARTY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW).
5.5
NO LEGAL BAR.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, THE ISSUANCE OF LETTERS OF CREDIT, THE BORROWINGS
HEREUNDER AND THE USE OF THE PROCEEDS THEREOF WILL NOT VIOLATE ANY REQUIREMENT
OF LAW OR ANY CONTRACTUAL OBLIGATION OF ANY GROUP MEMBER AND WILL NOT RESULT IN,
OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF THEIR RESPECTIVE
PROPERTIES OR REVENUES PURSUANT TO ANY REQUIREMENT OF LAW OR ANY SUCH
CONTRACTUAL OBLIGATION (OTHER THAN THE LIENS CREATED BY THE SECURITY
DOCUMENTS).
NO REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION APPLICABLE TO THE
BORROWER OR ANY OF ITS SUBSIDIARIES COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.6
LITIGATION.
EXCEPT AS DESCRIBED ON SCHEDULE 5.6, NO LITIGATION,
INVESTIGATION OR PROCEEDING OF OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL
AUTHORITY IS PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED BY OR
AGAINST ANY GROUP MEMBER OR AGAINST ANY OF THEIR RESPECTIVE PROPERTIES OR
REVENUES (A) WITH RESPECT TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR (B) THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.7
NO DEFAULT.
NO GROUP MEMBER IS IN DEFAULT UNDER OR WITH RESPECT TO ANY OF
ITS CONTRACTUAL OBLIGATIONS IN ANY RESPECT THAT COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING.
5.8
OWNERSHIP OF PROPERTY; LIENS.
EACH GROUP MEMBER HAS TITLE IN FEE SIMPLE
TO, OR A VALID LEASEHOLD INTEREST IN, ALL ITS REAL PROPERTY MATERIAL TO ITS
BUSINESS, AND, TO ITS KNOWLEDGE, GOOD TITLE TO, OR A VALID LEASEHOLD INTEREST
IN, ALL ITS OTHER PROPERTY, AND NONE OF SUCH PROPERTY IS SUBJECT TO ANY LIEN
EXCEPT AS PERMITTED BY SECTION 8.3, AND AS SET FORTH ON SCHEDULE B TO EACH TITLE
POLICY.
5.9
INTELLECTUAL PROPERTY.
EACH GROUP MEMBER OWNS, OR IS LICENSED TO USE, ALL
MATERIAL INTELLECTUAL PROPERTY NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS
CURRENTLY CONDUCTED.
NO CLAIM HAS BEEN ASSERTED AND IS PENDING BY ANY PERSON
CHALLENGING OR QUESTIONING THE USE OF ANY INTELLECTUAL PROPERTY OR THE VALIDITY
OR EFFECTIVENESS OF ANY INTELLECTUAL PROPERTY, NOR DOES THE BORROWER KNOW OF ANY
VALID BASIS FOR ANY SUCH CLAIM, EXCEPT SUCH CLAIMS THAT, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
TO THE
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KNOWLEDGE OF THE BORROWER, THE USE OF INTELLECTUAL PROPERTY BY EACH GROUP MEMBER
DOES NOT INFRINGE ON THE RIGHTS OF ANY PERSON IN ANY MATERIAL RESPECT.
5.10
TAXES.
EACH GROUP MEMBER HAS FILED OR CAUSED