CLOSING DATE AND ON EACH CREDIT
DATE, ALL WRITTEN INFORMATION SUPPLIED BY ANY GRANTOR WITH RESPECT TO ANY OF THE
COLLATERAL (IN EACH CASE TAKEN AS A WHOLE WITH RESPECT TO ANY PARTICULAR
COLLATERAL) IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
14
5.3
Reserved.
5.4
Status of Security Interest.
(A)
ON THE CLOSING DATE AND ON EACH CREDIT
DATE, UPON THE TIMELY AND PROPER FILING OF FINANCING STATEMENTS NAMING EACH
GRANTOR AS "DEBTOR" AND THE COLLATERAL AGENT AS "SECURED PARTY" AND DESCRIBING
THE COLLATERAL IN THE FILING OFFICES SET FORTH OPPOSITE SUCH GRANTOR'S NAME ON
SCHEDULE 5.4 HEREOF (AS SUCH SCHEDULE MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME), THE SECURITY INTEREST OF THE COLLATERAL AGENT IN ALL COLLATERAL THAT
CAN BE PERFECTED BY THE FILING OF A FINANCING STATEMENT UNDER THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN ANY JURISDICTION WILL CONSTITUTE A VALID,
PERFECTED, FIRST PRIORITY LIENS SUBJECT IN THE CASE OF PRIORITY ONLY, TO ANY
PERMITTED LIENS WITH RESPECT TO COLLATERAL.
OTHER THAN THE COLLATERAL AGENT,
THE SECOND LIEN COLLATERAL AGENT AND ANY AUTOMATIC CONTROL IN FAVOR OF A BANK,
SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY MAINTAINING A DEPOSIT ACCOUNT,
SECURITIES ACCOUNT, COMMODITY CONTRACT OR COMMODITY ACCOUNT, NO PERSON IS IN
CONTROL OF ANY COLLATERAL;
(B)
ON THE CLOSING DATE AND ON EACH CREDIT DATE,
TO THE EXTENT PERFECTION OR PRIORITY OF THE SECURITY INTEREST THEREIN IS NOT
SUBJECT TO ARTICLE 9 OF THE UCC, AND TO THE EXTENT THAT THE SECURITY INTEREST OF
THE COLLATERAL AGENT IN INTELLECTUAL PROPERTY CAN BE PERFECTED BY RECORDING THE
TRADEMARK SECURITY AGREEMENT, THE PATENT SECURITY AGREEMENT OR THE COPYRIGHT
SECURITY AGREEMENT, AS THE CASE MAY BE, WITH THE UNITED STATES PATENT AND
TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT OFFICE, FOR THE SECURITY
INTERESTS GRANTED HEREUNDER IN COLLATERAL CONSISTING OF U.S. PATENTS, U.S.
TRADEMARKS, AND U.S. COPYRIGHTS THAT ARE, IN EACH CASE, SET FORTH ON SCHEDULE
5.2, IF SUCH SECURITY INTERESTS ARE TIMELY AND PROPERLY RECORDED IN THE UNITED
STATES PATENT AND TRADEMARK OFFICE AND THE UNITED STATES COPYRIGHT OFFICE, AS
APPLICABLE, THE SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT HEREUNDER IN
SUCH U.S. COPYRIGHTS, U.S. PATENTS AND U.S. TRADEMARKS SHALL CONSTITUTE VALID,
PERFECTED, FIRST PRIORITY LIENS (SUBJECT, IN THE CASE OF PRIORITY ONLY, TO
PERMITTED LIENS); AND
(C)
ON THE CLOSING DATE AND ON EACH CREDIT
DATE, NO AUTHORIZATION, CONSENT, APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO
OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY OTHER
PERSON IS REQUIRED FOR THE EXERCISE BY COLLATERAL AGENT OF ANY RIGHTS OR
REMEDIES IN RESPECT OF ANY COLLATERAL (OTHER THAN PLEDGED EQUITY INTERESTS
ISSUED BY A FOREIGN SUBSIDIARY, FOREIGN INTELLECTUAL PROPERTY, FOREIGN DEPOSIT
ACCOUNTS OR ACCOUNTS MAINTAINED WITH FOREIGN SECURITIES INTERMEDIARIES) (WHETHER
SPECIFICALLY GRANTED OR CREATED HEREUNDER OR CREATED OR PROVIDED FOR BY
APPLICABLE LAW), EXCEPT (1) FOR THE FILINGS CONTEMPLATED BY CLAUSES (A) AND
(B) ABOVE, (2) AS MAY BE REQUIRED, IN CONNECTION WITH THE DISPOSITION OF ANY
INVESTMENT RELATED PROPERTY, BY LAWS GENERALLY