DEVICE, PRODUCT, PROCESS, METHOD, SUBSTANCE OR OTHER INTELLECTUAL
PROPERTY OR GOODS BEARING OR USING ANY INTELLECTUAL PROPERTY PRESENTLY
CONTEMPLATED TO BE SOLD BY OR EMPLOYED BY ANY CREDIT PARTY INFRINGES ANY PATENT,
TRADEMARK, SERVICEMARK, TRADENAME, COPYRIGHT, LICENSE OR OTHER INTELLECTUAL
PROPERTY OWNED BY ANY OTHER PERSON PRESENTLY AND NO CLAIM OR LITIGATION IS
PENDING OR THREATENED AGAINST OR AFFECTING ANY CREDIT PARTY CONTESTING ITS RIGHT
TO SELL OR USE ANY SUCH INTELLECTUAL PROPERTY.
SCHEDULE 4.1(S) SETS FORTH ALL
OF THE MATERIAL AGREEMENTS OR OTHER MATERIAL ARRANGEMENTS OF EACH CREDIT PARTY
PURSUANT TO WHICH, AS OF THE CLOSING DATE, SUCH CREDIT PARTY HAS A LICENSE OR
OTHER RIGHT TO USE ANY TRADEMARKS, LOGOS, DESIGNS, REPRESENTATIONS OR OTHER
INTELLECTUAL PROPERTY OWNED BY ANOTHER PERSON AS IN EFFECT ON THE DATE HEREOF
(OTHER THAN ANY "SHRINK-WRAP", "CLICK-WRAP" AND OTHER NON-NEGOTIABLE STANDARD
END-USER SOFTWARE LICENSE AGREEMENTS) (COLLECTIVELY, TOGETHER WITH SUCH
AGREEMENTS OR OTHER ARRANGEMENTS AS MAY BE ENTERED INTO BY ANY CREDIT PARTY
AFTER THE DATE HEREOF, COLLECTIVELY, THE "LICENSE AGREEMENTS" AND INDIVIDUALLY,
A "LICENSE AGREEMENT").
AS OF THE DATE HEREOF, ALL LICENSE AND RELATED RIGHTS
ARE IN FULL FORCE AND EFFECT, NO DEFAULT OR EVENT OF DEFAULT EXISTS WITH RESPECT
THERETO IN RESPECT OF THE OBLIGATIONS OF LICENSOR OR WITH RESPECT TO ANY ROYALTY
OR OTHER PAYMENT OBLIGATIONS OF ANY CREDIT PARTY OR ANY OBLIGATIONS OF ANY
CREDIT PARTY WITH RESPECT TO MANUFACTURING STANDARDS, QUALITY CONTROL OR
SPECIFICATIONS AND EACH CREDIT PARTY THERETO IS IN COMPLIANCE WITH THE TERMS
THEREOF AND NO OWNER, LICENSOR OR OTHER PARTY THERETO HAS SENT ANY NOTICE OF
TERMINATION OR ITS INTENTION TO TERMINATE SUCH LICENSE OR RIGHTS EXCEPT IN EACH
CASE AS WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(T)
ABSENCE OF EVENTS OF DEFAULT.
NO EVENT
HAS OCCURRED AND IS CONTINUING AND NO CONDITION EXISTS WHICH CONSTITUTES AN
EVENT OF DEFAULT.
(U)
ABSENCE OF OTHER DEFAULTS.
NO CREDIT PARTY
IS IN DEFAULT UNDER ANY AGREEMENT, ORDINANCE, RESOLUTION, DECREE, BOND, NOTE,
INDENTURE, ORDER OR JUDGMENT TO WHICH IT IS A PARTY (BY SUCCESSOR IN INTEREST OR
OTHERWISE) OR BY WHICH IT IS BOUND, OR ANY OTHER AGREEMENT OR OTHER INSTRUMENT
BY WHICH ANY OF THE PROPERTIES OR ASSETS OWNED BY IT OR USED IN THE CONDUCT OF
ITS BUSINESS IS AFFECTED, WHICH INDIVIDUALLY OR IN THE AGGREGATE WOULD HAVE A
MATERIAL ADVERSE EFFECT.
EACH CREDIT PARTY HAS COMPLIED AND IS IN COMPLIANCE IN
ALL RESPECT WITH ALL LAWS, EXCEPT FOR SUCH INSTANCES OF NON-COMPLIANCE THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(V)
MATERIAL CONTRACTS.
SCHEDULE 4.1(V) SETS
FORTH A TRUE, CORRECT AND COMPLETE LIST AND DESCRIPTION OF ALL THE MATERIAL
CONTRACTS, AS OF THE CLOSING DATE, TO WHICH EACH CREDIT PARTY IS A PARTY.
NO
CREDIT PARTY IS IN DEFAULT IN THE PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY
OF ITS OBLIGATIONS, COVENANTS OR CONDITIONS CONTAINED IN ANY OF THE MATERIAL
CONTRACTS, AND NO CONDITION EXISTS WHICH, WITH THE GIVING OF NOTICE OR