AND COMMODITY ACCOUNTS SUBJECT TO SECTION 4.2(A) ABOVE, (4) ALL UNITED
STATES AND FOREIGN REGISTRATIONS OF AND APPLICATIONS FOR PATENTS, TRADEMARKS,
INTERNET DOMAIN NAMES, AND COPYRIGHTS OWNED BY EACH GRANTOR, (5) ALL PATENT
LICENSES, TRADEMARK LICENSES (INCLUDING, WITHOUT LIMITATION, THE MATERIAL
TRADEMARK LICENSE), TRADE SECRET LICENSES AND COPYRIGHT LICENSES THAT, IN EACH
CASE, CONSTITUTE MATERIAL INTELLECTUAL PROPERTY, (6) COMMERCIAL TORT CLAIMS
OTHER THAN ANY COMMERCIAL TORT CLAIMS HAVING A VALUE OF LESS THAN $500,000
INDIVIDUALLY OR $1,000,000 IN THE AGGREGATE WITH EACH OTHER COMMERCIAL TORT
CLAIM NOT LISTED ON SCHEDULE 5.2, (7) LETTER OF CREDIT RIGHTS FOR LETTERS OF
CREDIT HAVING A VALUE IN EXCESS OF $500,000 INDIVIDUALLY OR $1,000,000 IN THE
AGGREGATE, AND (8) THE NAME AND ADDRESS OF ANY WAREHOUSEMAN, BAILEE OR OTHER
THIRD PARTY IN POSSESSION OF ANY INVENTORY, EQUIPMENT AND OTHER TANGIBLE
PERSONAL PROPERTY OTHER THAN ANY INVENTORY, EQUIPMENT OR OTHER TANGIBLE PERSON
PROPERTY HAVING A VALUE LESS THAN $5,000,000 IN THE AGGREGATE AT EACH LOCATION.
EACH GRANTOR SHALL SUPPLEMENT SUCH SCHEDULES AS NECESSARY TO ENSURE THAT SUCH
SCHEDULES ARE ACCURATE IN ALL MATERIAL RESPECTS AT THE TIME OF DELIVERY OF
QUARTERLY FINANCIAL STATEMENTS WITH RESPECT TO THE FISCAL QUARTER MOST RECENTLY
ENDED PURSUANT TO SECTION 5.1(B) OF THE CREDIT AGREEMENT;
(B)
ON THE CLOSING DATE, NO MATERIAL PORTION OF THE COLLATERAL
CONSTITUTES, OR IS THE PROCEEDS OF, (1) FARM PRODUCTS, (2) AS-EXTRACTED
COLLATERAL, (3) MANUFACTURED HOMES, (4) HEALTH-CARE-INSURANCE RECEIVABLES;
(5) TIMBER TO BE CUT (OTHER THAN TIMBER LOCATED ON REAL PROPERTY OWNED OR LEASED
BY ANY GRANTOR AS DESCRIBED ON SCHEDULE 5.2) OR (6) AIRCRAFT (OTHER THAN
FRACTIONAL INTERESTS THEREIN), AIRCRAFT ENGINES, SATELLITES, SHIPS OR RAILROAD
ROLLING STOCK; AND
(C)
ON THE CLOSING 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.
5.3
Reserved.
5.4
Status of Security Interest.
(A)
ON THE CLOSING 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, SECOND PRIORITY LIEN SUBJECT IN
THE CASE OF PRIORITY ONLY, TO ANY PERMITTED LIENS WITH RESPECT TO COLLATERAL.
OTHER THAN THE COLLATERAL AGENT, THE FIRST 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, TO THE EXTENT PERFECTION OR PRIORITY OF THE
SECURITY INTEREST THEREIN IS NOT SUBJECT TO ARTICLE 9 OF THE UCC,