LOCATIONS SET FORTH ON SCHEDULE III AND
WITH RESPECT TO WHICH THE SECURED PARTY HAS FILED FINANCING STATEMENTS AND
OTHERWISE FULLY PERFECTED ITS LIENS THEREON.
SUCH GRANTOR'S CHIEF PLACE OF
BUSINESS AND CHIEF EXECUTIVE OFFICE, THE PLACE WHERE SUCH GRANTOR KEEPS ITS
RECORDS CONCERNING ACCOUNTS AND ALL ORIGINALS OF ALL CHATTEL PAPER ARE LOCATED
AT THE ADDRESSES SPECIFIED THEREFOR IN SCHEDULE III HERETO.
NONE OF THE
ACCOUNTS IS EVIDENCED BY PROMISSORY NOTES OR OTHER INSTRUMENTS.
SET FORTH IN
SCHEDULE IV HERETO IS A COMPLETE AND ACCURATE LIST, AS OF THE DATE OF THIS
AGREEMENT, OF (I) EACH PROMISSORY NOTE, SECURITY AND OTHER INSTRUMENT OWNED BY
EACH GRANTOR AND (II) EACH DEPOSIT ACCOUNT, SECURITIES ACCOUNT AND COMMODITIES
ACCOUNT OF EACH GRANTOR, TOGETHER WITH THE NAME AND ADDRESS OF EACH INSTITUTION
AT WHICH EACH SUCH ACCOUNT IS MAINTAINED, THE ACCOUNT NUMBER FOR EACH SUCH
ACCOUNT AND A DESCRIPTION OF THE PURPOSE OF EACH SUCH ACCOUNT.
SET FORTH IN
SCHEDULE II HERETO IS A COMPLETE AND CORRECT LIST OF EACH TRADE NAME USED BY
EACH GRANTOR AND THE NAME OF, AND EACH TRADE NAME USED BY, EACH PERSON FROM
WHICH SUCH GRANTOR HAS ACQUIRED ANY SUBSTANTIAL PART OF THE COLLATERAL.
(E)
SUCH GRANTOR HAS DELIVERED TO THE SECURED PARTY COMPLETE AND
CORRECT COPIES OF EACH LICENSE DESCRIBED IN SCHEDULE II HERETO, INCLUDING ALL
SCHEDULES AND EXHIBITS THERETO, WHICH REPRESENTS ALL OF THE LICENSES EXISTING ON
THE DATE OF THIS AGREEMENT.
EACH SUCH LICENSE SETS FORTH THE ENTIRE AGREEMENT
AND UNDERSTANDING OF THE PARTIES THERETO RELATING TO THE SUBJECT MATTER THEREOF,
AND THERE ARE NO OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS, WRITTEN OR
ORAL, RELATING TO THE MATTERS COVERED THEREBY OR THE RIGHTS OF SUCH GRANTOR OR
ANY OF ITS AFFILIATES IN RESPECT THEREOF.
EACH MATERIAL LICENSE NOW EXISTING
IS, AND ANY MATERIAL LICENSE
ENTERED INTO IN THE FUTURE WILL BE, THE LEGAL, VALID AND BINDING OBLIGATION OF
THE PARTIES THERETO, ENFORCEABLE AGAINST SUCH PARTIES IN ACCORDANCE WITH ITS
TERMS.
NO DEFAULT UNDER ANY MATERIAL LICENSE BY ANY SUCH PARTY HAS OCCURRED,
NOR DOES ANY DEFENSE, OFFSET, DEDUCTION OR COUNTERCLAIM EXIST THEREUNDER IN
FAVOR OF ANY SUCH PARTY.
(F)
SUCH GRANTOR OWNS AND CONTROLS, OR OTHERWISE POSSESSES ADEQUATE
RIGHTS TO USE, ALL TRADEMARKS, PATENTS AND COPYRIGHTS, WHICH ARE THE ONLY
TRADEMARKS, PATENTS, COPYRIGHTS, INVENTIONS, TRADE SECRETS, PROPRIETARY
INFORMATION AND TECHNOLOGY, KNOW-HOW, FORMULAE, RIGHTS OF PUBLICITY NECESSARY TO
CONDUCT ITS BUSINESS IN SUBSTANTIALLY THE SAME MANNER AS CONDUCTED AS OF THE
DATE HEREOF.
SCHEDULE II HERETO SETS FORTH A TRUE AND COMPLETE LIST OF ALL
REGISTERED COPYRIGHTS, ISSUED PATENTS, TRADEMARKS (INCLUDING, WITHOUT
LIMITATION, ANY INTERNET DOMAIN NAMES AND THE REGISTRAR OF EACH SUCH INTERNET
DOMAIN NAME), AND LICENSES ANNUALLY OWNED OR USED BY SUCH GRANTOR AS OF THE DATE
HEREOF.
TO THE BEST KNOWLEDGE OF EACH GRANTOR, ALL SUCH INTELLECTUAL PROPERTY
OF SUCH GRANTOR IS SUBSISTING AND IN FULL FORCE AND EFFECT, HAS NOT BEEN
ADJUDGED INVALID OR UNENFORCEABLE, IS VALID AND ENFORCEABLE AND HAS NOT BEEN
ABANDONED IN WHOLE OR IN PART.
EXCEPT AS