LICENSES, AUTHORIZATIONS, CONSENTS AND
APPROVALS, NECESSARY TO OWN ITS ASSETS AND CARRY ON ITS BUSINESS AS NOW BEING,
OR AS PROPOSED TO BE, CONDUCTED, EXCEPT WHERE THE LACK OF SUCH LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD NOT BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT, (C) IS QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING
IN ALL OTHER JURISDICTIONS IN WHICH THE NATURE OF THE BUSINESS CONDUCTED BY IT
MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE FAILURE SO TO QUALIFY WOULD NOT
BE REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE AGGREGATE) TO HAVE A
MATERIAL ADVERSE EFFECT, AND (D) IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
ALL REQUIREMENTS OF LAW, EXCEPT WHERE FAILURE SO TO COMPLY WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
B)
RESERVED.
C)
LITIGATION.
THERE ARE NO ACTIONS,
SUITS, ARBITRATIONS, INVESTIGATIONS OR PROCEEDINGS PENDING OR, TO ITS KNOWLEDGE,
THREATENED AGAINST SELLER OR ANY OF ITS SUBSIDIARIES OR AFFECTING ANY OF THE
PROPERTY THEREOF BEFORE ANY GOVERNMENTAL AUTHORITY, (I) AS TO WHICH INDIVIDUALLY
OR IN THE AGGREGATE THERE IS A REASONABLE LIKELIHOOD OF AN ADVERSE DECISION
WHICH WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT OR (II) WHICH
QUESTIONS THE VALIDITY OR ENFORCEABILITY OF ANY OF THE PROGRAM DOCUMENTS OR ANY
ACTION TO BE TAKEN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND
THERE IS A REASONABLE LIKELIHOOD OF A MATERIAL ADVERSE EFFECT OR ADVERSE
DECISION.
D)
NO BREACH.
NEITHER (A) THE EXECUTION AND
DELIVERY OF THE PROGRAM DOCUMENTS NOR (B) THE CONSUMMATION OF THE TRANSACTIONS
THEREIN CONTEMPLATED IN COMPLIANCE WITH THE TERMS AND PROVISIONS THEREOF WILL
CONFLICT WITH OR RESULT IN A BREACH OF THE CHARTER OR BY-LAWS (OR OTHER
25
ORGANIZATIONAL OR GOVERNING DOCUMENTS) OF SELLER, OR ANY APPLICABLE LAW, RULE OR
REGULATION, OR ANY ORDER, WRIT, INJUNCTION OR DECREE OF ANY GOVERNMENTAL
AUTHORITY, OR OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH SELLER, OR ANY OF
ITS SUBSIDIARIES, IS A PARTY OR BY WHICH ANY OF THEM OR ANY OF THEIR PROPERTY IS
BOUND OR TO WHICH ANY OF THEM IS SUBJECT, OR CONSTITUTE A DEFAULT UNDER ANY SUCH
MATERIAL AGREEMENT OR INSTRUMENT, OR (EXCEPT FOR THE LIENS CREATED PURSUANT TO
THIS AGREEMENT) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY
PROPERTY OF SELLER OR ANY OF ITS SUBSIDIARIES, PURSUANT TO THE TERMS OF ANY SUCH
AGREEMENT OR INSTRUMENT.
E)
ACTION.
SELLER HAS ALL NECESSARY
LIMITED LIABILITY COMPANY, CORPORATE OR OTHER POWER, AUTHORITY AND LEGAL RIGHT
TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER EACH OF THE PROGRAM
DOCUMENTS TO WHICH IT IS A PARTY; THE EXECUTION, DELIVERY AND PERFORMANCE BY
SELLER OF EACH OF THE PROGRAM DOCUMENTS TO WHICH IT IS A PARTY HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ACTION ON ITS PART; AND EACH
PROGRAM DOCUMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY SELLER AND
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SELLER, ENFORCEABLE AGAINST
SELLER IN ACCORDANCE WITH ITS TERMS.
F)
APPROVALS.
NO AUTHORIZATIONS,
APPROVALS OR CONSENTS OF,