BE
NECESSARY TO CONTINUE ITS BUSINESS AT A COST THAT WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ALL SUCH INSURANCE IS PRIMARY
COVERAGE, ALL PREMIUMS THEREFOR DUE ON OR BEFORE THE DATE HEREOF HAVE BEEN PAID
IN FULL, AND THE TERMS AND CONDITIONS THEREOF ARE NO LESS FAVORABLE TO THE
CO-ISSUERS THAN THE TERMS AND CONDITIONS OF INSURANCE MAINTAINED BY THEIR
AFFILIATES THAT ARE NOT CO-ISSUERS;
(XVII)
(1)
EACH OF THE CO-ISSUERS OWNS AND HAS GOOD TITLE TO ITS
COLLATERAL, FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS.
THE
CO-ISSUERS' RIGHTS UNDER THE COLLATERAL DOCUMENTS RELATING TO THE SECURITY
INTERESTS HELD BY THE SECURED PARTIES CONSTITUTE GENERAL INTANGIBLES UNDER THE
APPLICABLE UCC.
THE BASE INDENTURE CONSTITUTES A VALID AND CONTINUING LIEN ON
THE COLLATERAL IN FAVOR OF THE TRUSTEE ON BEHALF OF AND FOR THE BENEFIT OF THE
SECURED PARTIES, WHICH LIEN ON THE COLLATERAL HAS BEEN PERFECTED (EXCEPT AS
DESCRIBED ON SCHEDULE 7.16 TO THE BASE INDENTURE) AND IS PRIOR TO ALL OTHER
LIENS (OTHER THAN PERMITTED LIENS), AND IS ENFORCEABLE AS SUCH AS AGAINST
CREDITORS OF AND PURCHASERS FROM EACH CO-ISSUER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
FRAUDULENT CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY OR BY GENERAL EQUITABLE PRINCIPLES,
WHETHER CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY AND BY AN IMPLIED
COVENANT OF GOOD FAITH AND FAIR DEALING.
THE CO-ISSUERS HAVE RECEIVED ALL
CONSENTS AND APPROVALS REQUIRED BY THE TERMS OF THE COLLATERAL TO THE PLEDGE OF
THE COLLATERAL TO THE TRUSTEE UNDER THE BASE INDENTURE.
ALL ACTIONS NECESSARY
TO PERFECT SUCH FIRST-PRIORITY SECURITY INTEREST HAVE BEEN DULY TAKEN;
(2)
Other than the security interest granted to the Trustee under the Base
Indenture, pursuant to the other Transaction Documents or any other Permitted
Lien, neither of the Co-Issuers has pledged, assigned, sold or granted a
security interest in the Collateral.
All action necessary (including the filing
of UCC-1 financing statements and filings with the United States Patent and
Trademark Office, the United States Copyright Office or any applicable foreign
intellectual property office or agency) to protect and evidence the Trustee's
security interest in the Collateral in the United States will have been duly and
effectively taken consistent with the obligations of Section 7.16(d) of the Base
Indenture, except as described on Schedule 7.16 to the Base Indenture).
No
security agreement, financing statement, equivalent security or lien instrument
or continuation statement authorized by either Co-Issuer and listing such
Co-Issuer as debtor covering all or any part of the Collateral is on file or of
record in any jurisdiction in the United States, except in respect of Permitted
Liens or such as may have been filed, recorded or made by such Co-Issuer in
favor of the Trustee on behalf of the Secured Parties in connection with the
Base Indenture, and neither Co-Issuer has authorized any such filing;
(XVIII)
EACH OF THE CO-ISSUERS POSSESSES ALL LICENSES, PERMITS, ORDERS,
PATENTS,