ISSUED FOR ITS ACCOUNT.
NO CONSENT OR AUTHORIZATION OF, FILING WITH, NOTICE TO OR OTHER ACT BY OR IN
RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED IN
CONNECTION WITH THE BORROWINGS HEREUNDER OR WITH THE EXECUTION, DELIVERY,
PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS TO WHICH SUCH
BORROWER IS A PARTY AND WITH RESPECT TO THE LETTERS OF CREDIT ISSUED FOR ITS
ACCOUNT.
THIS AGREEMENT HAS BEEN, AND EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY WILL BE, DULY EXECUTED AND DELIVERED ON BEHALF OF SUCH BORROWER.
THIS
AGREEMENT CONSTITUTES, AND EACH OTHER LOAN
64
DOCUMENT TO WHICH IT IS A PARTY WHEN EXECUTED AND DELIVERED WILL CONSTITUTE, A
LEGAL, VALID AND BINDING OBLIGATION OF SUCH BORROWER ENFORCEABLE AGAINST SUCH
BORROWER IN ACCORDANCE WITH ITS TERMS, 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.
7.6.
NO LEGAL BAR.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN
DOCUMENTS TO WHICH EACH BORROWER IS A PARTY, THE ISSUANCE OF LETTERS OF CREDIT,
THE BORROWINGS HEREUNDER AND THE USE OF THE PROCEEDS THEREOF WILL NOT VIOLATE
ANY REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION OF SUCH BORROWER OR OF ANY OF
ITS SUBSIDIARIES AND WILL NOT RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION
OF ANY LIEN ON ANY OF ITS OR THEIR RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO
ANY SUCH REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION.
7.7.
NO MATERIAL LITIGATION.
NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING OR, TO THE KNOWLEDGE
OF ANY BORROWER, THREATENED BY OR AGAINST SUCH BORROWER OR ANY OF ITS
SUBSIDIARIES OR AGAINST ANY OF ITS OR THEIR RESPECTIVE PROPERTIES OR REVENUES
(A) WITH RESPECT TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, OR (B) WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
7.8.
NO DEFAULT.
NONE OF THE BORROWERS OR ANY OF ITS RESPECTIVE SUBSIDIARIES
IS IN DEFAULT UNDER OR WITH RESPECT TO ANY OF ITS CONTRACTUAL OBLIGATIONS IN ANY
RESPECT WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
7.9.
OWNERSHIP OF PROPERTY; LIENS.
EACH OF THE COMPANY, EACH OF ITS MATERIAL
SUBSIDIARIES AND EACH OTHER BORROWER HAS VALID RECORD AND MARKETABLE TITLE IN
FEE SIMPLE TO, OR A VALID LEASEHOLD INTEREST IN, ALL ITS REAL PROPERTY, AND
VALID TITLE TO, OR A VALID LEASEHOLD INTEREST IN, ALL ITS OTHER PROPERTY, AND
NONE OF SUCH PROPERTY IS SUBJECT TO ANY LIEN EXCEPT AS PERMITTED BY SUBSECTION
10.2.
7.10.
INTELLECTUAL PROPERTY.
EACH BORROWER AND ITS SUBSIDIARIES OWNS, OR IS
LICENSED TO USE, ALL TRADEMARKS, TRADENAMES, COPYRIGHTS, TECHNOLOGY, KNOW-HOW
AND PROCESSES NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS CURRENTLY CONDUCTED,
EXCEPT FOR