EACH OF THE INTERCOMPANY NOTES CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF THE OBLIGOR WITH RESPECT THERETO, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS, AND, TO SUCH GRANTOR'S KNOWLEDGE, EACH OF THE OTHER PLEDGED NOTES
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE OBLIGOR WITH RESPECT
THERETO, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, IN EACH CASE, SUBJECT TO THE
EFFECTS OF BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING CREDITORS' RIGHTS
GENERALLY, GENERAL EQUITABLE PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
NO
OBLIGOR WITH RESPECT TO ANY PLEDGED NOTE HAS ANY DEFENSE, OFFSET OR CONTRIBUTION
REGARDING PAYMENT OF SUCH PLEDGED NOTE.
(D)
SUCH GRANTOR IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD AND
MARKETABLE TITLE TO, THE PLEDGED SECURITIES PLEDGED BY IT HEREUNDER, FREE OF ANY
AND ALL LIENS OR OPTIONS IN FAVOR OF, OR CLAIMS OF, ANY OTHER PERSON, EXCEPT THE
SECURITY INTEREST CREATED BY THIS AGREEMENT AND LIENS PERMITTED BY THE CREDIT
AGREEMENT WHICH ATTACH TO SUCH PLEDGED SECURITIES WITHOUT SUCH GRANTOR'S
CONSENT.
4.8.
Receivables.
(a)
No amount payable to such Grantor under or in
connection with any Receivable is evidenced by any Instrument or Chattel Paper
which has not been delivered to the Administrative Agent in accordance with the
requirements hereof.
(B)
ON THE DATE HEREOF, NONE OF THE OBLIGORS ON ANY RECEIVABLES IS A
GOVERNMENTAL AUTHORITY.
14
(C)
THE AMOUNTS REPRESENTED BY SUCH GRANTOR TO THE SECURED PARTIES FROM TIME
TO TIME AS OWING TO SUCH GRANTOR IN RESPECT OF THE RECEIVABLES WILL AT SUCH
TIMES BE ACCURATE.
4.9.
[RESERVED]
4.10.
Intellectual Property.
(a)
Schedule 6 lists, with respect to all
Intellectual Property owned by such Grantor in its own name on the date hereof,
all Patents, registrations and applications included in the Copyrights,
registrations and applications included in the Trademarks, registrations for
domain names actively used by the Grantors, and all written Copyright Licenses,
Trademark Licenses and Patent Licenses that grant exclusive rights to any of the
Grantors.
(B)
ON THE DATE HEREOF, ALL MATERIAL INTELLECTUAL PROPERTY IS VALID,
SUBSISTING, UNEXPIRED, HAS NOT BEEN ABANDONED AND, TO THE KNOWLEDGE OF SUCH
GRANTOR, IS ENFORCEABLE AND DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS
OF ANY OTHER PERSON.
(C)
EXCEPT AS SET FORTH IN SCHEDULE 6, ON THE DATE HEREOF, NONE OF THE
MATERIAL INTELLECTUAL PROPERTY IS THE SUBJECT OF ANY LICENSING OR FRANCHISE
AGREEMENT PURSUANT TO WHICH SUCH GRANTOR IS THE LICENSOR OR FRANCHISOR.
(D)
NO FINAL HOLDING, DECISION OR JUDGMENT HAS BEEN RENDERED BY ANY
GOVERNMENTAL AUTHORITY WHICH WOULD LIMIT, CANCEL OR QUESTION THE VALIDITY OF, OR
SUCH GRANTOR'S RIGHTS IN, ANY INTELLECTUAL PROPERTY IN ANY RESPECT THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EXCEPT THAT WITH
RESPECT TO THE INTELLECTUAL PROPERTY LISTED ON SCHEDULE 6, SUCH REPRESENTATION
IS TO THE KNOWLEDGE OF SUCH GRANTOR.
(E)
NO ACTION OR PROCEEDING IS PENDING, OR, TO THE KNOWLEDGE OF