IT AND EACH OF ITS SUBSIDIARIES OWNS OR
POSSESSES SUFFICIENT LEGAL RIGHTS TO ALL INTELLECTUAL PROPERTY NECESSARY FOR
THEIR RESPECTIVE BUSINESSES AS NOW CONDUCTED AND, TO ITS KNOWLEDGE AS PRESENTLY
PROPOSED TO BE CONDUCTED, WITHOUT ANY KNOWN INFRINGEMENT OF THE RIGHTS OF
OTHERS.
EXCEPT AS SET FORTH ON SCHEDULE 12(J)(I), THERE ARE NO OUTSTANDING
OPTIONS, LICENSES OR AGREEMENTS OF ANY KIND RELATING TO ITS OR ANY OF ITS
SUBSIDIARY'S INTELLECTUAL PROPERTY, NOR IS IT OR ANY OF ITS SUBSIDIARIES BOUND
BY OR A PARTY TO ANY OPTIONS, LICENSES OR AGREEMENTS OF ANY KIND WITH RESPECT TO
THE INTELLECTUAL PROPERTY OF ANY OTHER PERSON OTHER THAN SUCH LICENSES OR
AGREEMENTS ARISING FROM THE PURCHASE OF "OFF THE SHELF" OR STANDARD PRODUCTS.
(II)
NEITHER IT NOR ANY OF ITS SUBSIDIARIES HAS
RECEIVED ANY COMMUNICATIONS ALLEGING THAT IT OR ANY OF ITS SUBSIDIARIES HAS
VIOLATED ANY OF THE INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS OF ANY
OTHER PERSON, NOR IS IT OR ANY OF ITS SUBSIDIARIES AWARE OF ANY BASIS THEREFOR.
(III)
NEITHER IT NOR ANY OF ITS SUBSIDIARIES
BELIEVES IT IS OR WILL BE NECESSARY TO UTILIZE ANY INVENTIONS, TRADE SECRETS OR
PROPRIETARY INFORMATION OF ANY OF ITS EMPLOYEES MADE PRIOR TO THEIR EMPLOYMENT
BY IT OR ANY OF ITS SUBSIDIARIES, EXCEPT FOR INVENTIONS, TRADE SECRETS OR
PROPRIETARY INFORMATION THAT HAVE BEEN RIGHTFULLY ASSIGNED TO IT OR ANY OF ITS
SUBSIDIARIES.
(K)
COMPLIANCE WITH OTHER INSTRUMENTS.
NEITHER
IT NOR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OR DEFAULT OF (X) ANY TERM OF ITS
CHARTER OR BYLAWS, OR (Y) ANY PROVISION OF ANY INDEBTEDNESS, MORTGAGE,
INDENTURE, CONTRACT, AGREEMENT OR INSTRUMENT TO WHICH IT IS PARTY OR BY
18
WHICH IT IS BOUND OR OF ANY JUDGMENT, DECREE, ORDER OR WRIT, WHICH VIOLATION OR
DEFAULT, IN THE CASE OF THIS CLAUSE (Y), HAS HAD, OR COULD REASONABLY BE
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT.
THE EXECUTION, DELIVERY AND PERFORMANCE OF AND COMPLIANCE WITH THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY, AND THE ISSUANCE
OF THE NOTES AND THE OTHER SECURITIES EACH PURSUANT HERETO AND THERETO, WILL
NOT, WITH OR WITHOUT THE PASSAGE OF TIME OR GIVING OF NOTICE, RESULT IN ANY SUCH
MATERIAL VIOLATION, OR BE IN CONFLICT WITH OR CONSTITUTE A DEFAULT UNDER ANY
SUCH TERM OR PROVISION, OR RESULT IN THE CREATION OF ANY LIEN UPON ANY OF ITS OR
ANY OF ITS SUBSIDIARY'S PROPERTIES OR ASSETS OR THE SUSPENSION, REVOCATION,
IMPAIRMENT, FORFEITURE OR NONRENEWAL OF ANY PERMIT, LICENSE, AUTHORIZATION OR
APPROVAL APPLICABLE TO IT OR ANY OF ITS SUBSIDIARIES, THEIR BUSINESSES OR
OPERATIONS OR ANY OF THEIR ASSETS OR PROPERTIES.
(L)
LITIGATION.
EXCEPT AS SET FORTH ON
SCHEDULE 12(L), THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING
OR, TO ITS KNOWLEDGE, CURRENTLY THREATENED AGAINST IT OR ANY OF ITS SUBSIDIARIES
THAT PREVENTS IT OR ANY OF ITS SUBSIDIARIES FROM ENTERING INTO THIS AGREEMENT OR
THE ANCILLARY AGREEMENTS, OR FROM CONSUMMATING THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY,