TO
BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS EXISTING INSURANCE COVERAGE AS AND
WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS
AS MAY BE
7
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 OR GUARANTORS THAN THE TERMS AND CONDITIONS OF INSURANCE MAINTAINED
BY THEIR AFFILIATES THAT ARE NOT CO-ISSUERS OR GUARANTORS;
(XIX)
(1)
EACH CO-ISSUER AND GUARANTOR OWNS AND HAS
GOOD TITLE TO ITS INDENTURE COLLATERAL, FREE AND CLEAR OF ALL LIENS OTHER THAN
PERMITTED LIENS. THE CO-ISSUERS' AND GUARANTORS' 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 AND
THE G&C AGREEMENTS EACH CONSTITUTE A VALID AND CONTINUING LIEN ON THE INDENTURE
COLLATERAL IN FAVOR OF THE TRUSTEE ON BEHALF OF AND FOR THE BENEFIT OF THE
SECURED PARTIES, WHICH LIEN ON THE INDENTURE COLLATERAL HAS BEEN PERFECTED
(EXCEPT AS DESCRIBED ON SCHEDULE 7.17 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 AND EACH GUARANTOR 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 AND THE GUARANTORS HAVE
RECEIVED ALL CONSENTS AND APPROVALS REQUIRED BY THE TERMS OF THE INDENTURE
COLLATERAL TO THE PLEDGE OF THE INDENTURE COLLATERAL TO THE TRUSTEE UNDER THE
BASE INDENTURE AND UNDER THE G&C AGREEMENTS. ALL ACTION NECESSARY TO PERFECT
SUCH FIRST-PRIORITY SECURITY INTEREST HAS BEEN DULY TAKEN, EXCEPT FOR THE FILING
OF MORTGAGES ON REAL PROPERTY; AND
(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, NONE OF THE CO-ISSUERS AND NONE OF THE GUARANTORS HAVE PLEDGED, ASSIGNED,
SOLD OR GRANTED A SECURITY INTEREST IN THE INDENTURE 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 INDENTURE COLLATERAL
IN THE UNITED STATES WILL HAVE BEEN DULY AND EFFECTIVELY TAKEN CONSISTENT WITH
THE OBLIGATIONS OF SECTION 7.17(C) OF THE BASE INDENTURE, EXCEPT AS DESCRIBED ON
SCHEDULE 7.17 TO THE BASE INDENTURE). NO SECURITY AGREEMENT, FINANCING
STATEMENT, EQUIVALENT SECURITY OR LIEN INSTRUMENT OR CONTINUATION STATEMENT
AUTHORIZED BY ANY CO-ISSUER AND ANY GUARANTOR AND LISTING SUCH