THE FAILURE OF THE ISSUERS
TO ACQUIRE, WOULD NOT, SINGLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT.
(X)
RELATED PARTY TRANSACTIONS.
EXCEPT AS
DISCLOSED IN THE OFFERING CIRCULAR, THERE ARE NO RELATED PARTY TRANSACTIONS THAT
WOULD BE REQUIRED TO BE DISCLOSED IN THE OFFERING CIRCULAR IF THE OFFERING
CIRCULAR WERE A PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT ON FORM S-1
FILED UNDER THE ACT.
(Y)
SECURITY INTERESTS.
UPON EXECUTION AND
DELIVERY OF THE SECURITY DOCUMENTS BY THE ISSUERS AND PARENT, IN EACH CASE, TO
THE EXTENT IT IS A PARTY THERETO, AND THE ISSUANCE OF THE NOTES, THE SECURITY
DOCUMENTS TO WHICH IT IS A PARTY WILL CREATE, IN FAVOR OF THE SECURED PARTY FOR
THE BENEFIT OF THE HOLDERS OF THE NOTES, A LEGAL, VALID AND ENFORCEABLE SECURITY
INTEREST IN (SUBJECT TO PERMITTED LIENS) ALL OF THE RIGHT, TITLE AND INTEREST OF
THE ISSUERS AND PARENT, AS THE CASE MAY BE, IN THE COLLATERAL COVERED BY THE
SECURITY DOCUMENTS AND THE PROCEEDS THEREOF.
UPON: (I) THE FILING OR RECORDING
OF APPLICABLE SECURITY DOCUMENTS OR APPROPRIATE UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS WITH THE APPROPRIATE FILING, RECORDS, REGISTRY, AND/OR
OTHER PUBLIC OFFICE (WITH RESPECT TO FILINGS TO BE MADE IN THE U.S. PATENT AND
TRADEMARK OFFICE, WITHIN THREE (3) MONTHS OF THE DATE OF THE APPLICABLE SECURITY
DOCUMENT, AND WITH RESPECT TO FILINGS IN THE U.S. COPYRIGHT OFFICE WITHIN ONE
(1) MONTH OF THE DATE OF THE APPLICABLE SECURITY DOCUMENT), TOGETHER WITH THE
PAYMENT OF THE REQUISITE FILING OR RECORDATION FEES RELATED THERETO, (II) IN THE
CASE OF EACH SECURITIES ACCOUNT AND THE INVESTMENT RELATED PROPERTY THEREIN (AS
EACH SUCH TERM IS
15
DEFINED IN THE SECURITY AGREEMENT) WITH RESPECT TO WHICH A CONTROL AGREEMENT, IN
THE FORM OF EXHIBIT B TO THE SECURITY AGREEMENT, HAS BEEN EXECUTED AND
DELIVERED, AND (III) IN THE CASE OF EACH DEPOSIT ACCOUNT (AS DEFINED IN THE
SECURITY AGREEMENT) AND THE CASH AND OTHER FUNDS ON DEPOSIT THEREIN WITH RESPECT
TO WHICH A CONTROL AGREEMENT, IN THE FORM OF EXHIBIT C TO THE SECURITY
AGREEMENT, HAS BEEN EXECUTED AND DELIVERED, THE SECURITY INTERESTS WILL
CONSTITUTE FIRST PRIORITY SECURITY INTERESTS IN (SUBJECT TO PERMITTED LIENS),
SUCH COLLATERAL (OTHER THAN INSURANCE POLICIES).
AS OF THE CLOSING DATE, THE
COLLATERAL WILL BE SUBJECT TO NO LIENS OTHER THAN PERMITTED LIENS.
(Z)
TAXES.
ALL MATERIAL TAX RETURNS REQUIRED
TO BE FILED BY EITHER OF THE ISSUERS IN ANY JURISDICTION (INCLUDING FOREIGN
JURISDICTIONS) HAVE BEEN FILED AND, WHEN FILED, ALL SUCH RETURNS WERE ACCURATE
IN ALL MATERIAL RESPECTS, AND ALL TAXES, ASSESSMENTS, FEES AND OTHER CHARGES
(INCLUDING, WITHOUT LIMITATION, WITHHOLDING TAXES, PENALTIES AND INTEREST) DUE
OR CLAIMED TO BE DUE FROM EITHER OF THE ISSUERS HAVE BEEN PAID, OTHER THAN THOSE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, OR THOSE THAT ARE
CURRENTLY PAYABLE WITHOUT PENALTY OR INTEREST AND, IN EACH CASE, FOR WHICH AN
ADEQUATE RESERVE OR ACCRUAL HAS BEEN ESTABLISHED ON THE BOOKS AND RECORDS OF THE
ISSUERS, AS APPLICABLE, IN ACCORDANCE WITH GENERALLY