THE KNOWLEDGE OF SUCH
GRANTOR, ALL OTHER PARTIES THERETO, AND IS IN FULL FORCE AND EFFECT AND
CONSTITUTES A VALID AND LEGALLY ENFORCEABLE OBLIGATION AGAINST SUCH GRANTOR AND,
TO THE KNOWLEDGE OF SUCH GRANTOR, ALL OTHER PARTIES THERETO 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.
(C)
NO CONSENT OR AUTHORIZATION OF, FILING WITH OR OTHER ACT BY OR IN
RESPECT OF ANY GOVERNMENTAL AUTHORITY IS REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY OF ANY OF THE
CONTRACTS BY ANY PARTY THERETO OTHER THAN THOSE WHICH HAVE BEEN DULY OBTAINED,
MADE OR PERFORMED, ARE IN FULL FORCE AND EFFECT AND DO NOT SUBJECT THE SCOPE OF
ANY SUCH CONTRACT TO ANY MATERIAL ADVERSE LIMITATION, EITHER SPECIFIC OR GENERAL
IN NATURE.
(D)
NEITHER SUCH GRANTOR NOR (TO THE BEST OF SUCH GRANTOR'S KNOWLEDGE)
ANY OF THE OTHER PARTIES TO THE CONTRACTS IS IN DEFAULT IN THE PERFORMANCE OR
OBSERVANCE OF ANY OF THE TERMS THEREOF.
(E)
SUCH GRANTOR HAS DELIVERED TO THE ADMINISTRATIVE AGENT A COMPLETE
AND CORRECT COPY OF EACH CONTRACT, INCLUDING ALL AMENDMENTS, SUPPLEMENTS AND
OTHER MODIFICATIONS THERETO.
(F)
NO AMOUNT PAYABLE TO SUCH GRANTOR UNDER OR IN CONNECTION WITH ANY
CONTRACT IS EVIDENCED BY ANY INSTRUMENT OR CHATTEL PAPER IN AN AGGREGATE AMOUNT
IN EXCESS OF $100,000 WHICH HAS NOT BEEN DELIVERED TO THE ADMINISTRATIVE AGENT.
5.9
Intellectual Property.
(a)
Schedule 6 lists all Intellectual
Property owned by such Grantor in its own name on the date hereof.
(B)
ON THE DATE HEREOF, ALL MATERIAL INTELLECTUAL PROPERTY IS VALID,
SUBSISTING, UNEXPIRED AND ENFORCEABLE, HAS NOT BEEN ABANDONED.
TO THE KNOWLEDGE
OF SUCH GRANTOR, THE RIGHTS OF SUCH GRANTOR IN OR TO SUCH INTELLECTUAL PROPERTY
DO NOT CONFLICT WITH, MISAPPROPRIATE OR INFRINGE UPON THE INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY, AND NO CLAIM HAS BEEN ASSERTED THAT THE USE OF SUCH
INTELLECTUAL PROPERTY DOES OR MAY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS
OF ANY THIRD PARTY THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
TO THE BEST OF SUCH GRANTOR'S KNOWLEDGE, NO PERSON IS ENGAGING IN ANY
ACTIVITY THAT INFRINGES UPON OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY OR
UPON THE RIGHTS OF SUCH GRANTOR THEREIN EXCEPT FOR SUCH MATTERS AS COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 6, SUCH GRANTOR HAS NOT GRANTED
ANY LICENSE, RELEASE, COVENANT NOT TO SUE, NON-ASSERTION ASSURANCE, OR OTHER
RIGHT TO ANY PERSON WITH RESPECT TO ANY PART OF THE MATERIAL INTELLECTUAL
PROPERTY EXCEPT FOR THOSE THAT DO NOT INTERFERE IN ANY MATERIAL RESPECT WITH THE
GRANTOR'S USE THEREOF.
(D)
NO HOLDING, DECISION OR JUDGMENT HAS BEEN RENDERED BY ANY
GOVERNMENTAL AUTHORITY WHICH WOULD LIMIT, CANCEL OR QUESTION THE VALIDITY OF, OR
SUCH GRANTOR'S