STATES
PATENT AND TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT OFFICE OR (III) ANY
ASSIGNMENT IN WHICH ANY GRANTOR ASSIGNS ANY
14
ARTICLE 9 COLLATERAL OR ANY SECURITY AGREEMENT OR SIMILAR INSTRUMENT COVERING
ANY ARTICLE 9 COLLATERAL WITH ANY FOREIGN GOVERNMENTAL, MUNICIPAL OR OTHER
OFFICE, WHICH FINANCING STATEMENT OR ANALOGOUS DOCUMENT, ASSIGNMENT, SECURITY
AGREEMENT OR SIMILAR INSTRUMENT IS STILL IN EFFECT, EXCEPT, IN EACH CASE, FOR
LIENS EXPRESSLY PERMITTED PURSUANT TO SECTION 6.02 OF THE CREDIT AGREEMENT.
(E)
AS OF THE DATE OF ANY SUCH DELIVERY, THE NAMES OF THE OBLIGORS, AMOUNTS
OWING, DUE DATES AND OTHER INFORMATION WITH RESPECT TO THE ACCOUNTS AND CHATTEL
PAPER ARE AND WILL BE CORRECTLY STATED IN ALL MATERIAL RESPECTS IN ALL INVOICES
AND THE COLLATERAL REPORTS MOST-RECENTLY DELIVERED TO THE ADMINISTRATIVE AGENT
WITH RESPECT THERETO FURNISHED TO THE ADMINISTRATIVE AGENT BY SUCH GRANTOR FROM
TIME TO TIME.
AS OF THE TIME WHEN EACH ACCOUNT OR EACH ITEM OF CHATTEL PAPER
ARISES, THE GRANTOR SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT SUCH
ACCOUNT OR CHATTEL PAPER, AS THE CASE MAY BE, ARE GENUINE.
(F)
WITH RESPECT TO ANY INVENTORY OF ANY GRANTOR SCHEDULED OR LISTED ON THE
MOST RECENT COLLATERAL REPORT, (I) SUCH INVENTORY (OTHER THAN INVENTORY IN
TRANSIT, INVENTORY THAT IS BEING PROCESSED OR USED AS A SAMPLE OFFSITE AND
INVENTORY THAT IS THE SUBJECT OF A CONSIGNMENT) IS LOCATED AT ONE OF THE
GRANTORS' LOCATIONS SET FORTH IN SECTION 2 OF THE DOMESTIC PERFECTION
CERTIFICATE, (II) NO MATERIAL AMOUNT OF INVENTORY (OTHER THAN INVENTORY IN
TRANSIT, INVENTORY THAT IS BEING PROCESSED OR USED AS A SAMPLE OFFSITE AND
INVENTORY THAT IS THE SUBJECT OF A CONSIGNMENT) IS NOW, OR SHALL AT ANY TIME OR
TIMES HEREAFTER BE, STORED AT ANY OTHER LOCATION EXCEPT AS PERMITTED BY
SECTION 3.04(G), (III) EACH GRANTOR HAS GOOD, INDEFEASIBLE AND MERCHANTABLE
TITLE TO ITS INVENTORY AND SUCH INVENTORY IS NOT SUBJECT TO ANY LIEN OR SECURITY
INTEREST OR DOCUMENT WHATSOEVER EXCEPT FOR THE LIEN GRANTED TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND LENDERS,
AND EXCEPT FOR LIENS PERMITTED UNDER SECTION 6.02 OF THE CREDIT AGREEMENT,
(IV) NO MATERIAL PORTION OF SUCH INVENTORY IS SUBJECT TO ANY LICENSING, PATENT,
ROYALTY, TRADEMARK, TRADE NAME OR COPYRIGHT AGREEMENTS WITH ANY THIRD PARTIES
WHICH WOULD REQUIRE ANY CONSENT OF ANY THIRD PARTY UPON SALE OR DISPOSITION OF
THAT INVENTORY OR THE PAYMENT OF ANY MONIES TO ANY THIRD PARTY UPON SUCH SALE OR
OTHER DISPOSITION, (V) SUCH INVENTORY HAS BEEN PRODUCED IN ACCORDANCE WITH THE
FEDERAL FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED, AND ALL RULES, REGULATIONS
AND ORDERS THEREUNDER AND (VI) THE COMPLETION OF MANUFACTURE, SALE OR OTHER
DISPOSITION OF SUCH INVENTORY BY THE ADMINISTRATIVE AGENT FOLLOWING AN EVENT OF
DEFAULT SHALL NOT REQUIRE THE CONSENT OF ANY PERSON AND SHALL NOT CONSTITUTE A
BREACH OR DEFAULT UNDER ANY CONTRACT OR AGREEMENT TO WHICH THE APPLICABLE
GRANTOR IS A PARTY OR TO WHICH SUCH INVENTORY IS SUBJECT.
SECTION 3.03.
COVENANTS.
(A)