Note Documents, such amount, if
any, as is then on deposit in such Collateral Account or Pledged Deposit
Account, in each case to the extent permitted to be released under the terms of
the Indenture.
SECTION 9. Representations and Warranties. Each Grantor represents and warrants
as follows:
(A)
SUCH GRANTOR'S EXACT LEGAL NAME, AS DEFINED IN SECTION 9-503(A) OF
THE UCC, IS CORRECTLY SET FORTH IN SCHEDULE VI HERETO. SUCH GRANTOR'S LOCATION,
CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND
ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, IS SET FORTH IN SCHEDULE VI HERETO
AND IS ACCURATE IN ALL MATERIAL RESPECTS. WITHIN THE FIVE YEARS PRECEDING THE
DATE HEREOF, SUCH GRANTOR HAS NOT CHANGED ITS LEGAL NAME, LOCATION (AS DEFINED
IN THE UCC), CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF
ORGANIZATION OR ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, FROM THOSE SET
FORTH IN SCHEDULE VI HERETO EXCEPT AS SET FORTH IN SCHEDULE VII HERETO.
(B)
SUCH GRANTOR IS THE LEGAL AND BENEFICIAL OWNER OF, OR WITH RESPECT
TO INTELLECTUAL PROPERTY HAS THE RIGHT TO USE, THE COLLATERAL FOR WHICH A
SECURITY INTEREST IS GRANTED OR PURPORTED TO BE GRANTED BY IT UNDER THIS
AGREEMENT FREE AND CLEAR OF ANY LIEN, CLAIM, OPTION OR RIGHT OF OTHERS, EXCEPT
FOR THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT OR OTHERWISE PERMITTED
UNDER THE INDENTURE. NO EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT
SIMILAR IN EFFECT COVERING ALL OR ANY PART OF THE COLLATERAL OR LISTING SUCH
GRANTOR AS DEBTOR IS ON FILE IN ANY RELEVANT RECORDING OFFICE, EXCEPT SUCH AS
MAY HAVE BEEN FILED IN FAVOR OF THE COLLATERAL AGENT RELATING TO THE NOTE
DOCUMENTS OR AS OTHERWISE PERMITTED UNDER THE INDENTURE.
(C)
ALL OF THE EQUIPMENT AND INVENTORY (OTHER THAN EQUIPMENT AND
INVENTORY THAT IS (I) LOCATED AT CUSTOMER OR SUPPLIER LOCATIONS IN THE NORMAL
COURSE OF BUSINESS OR (II) IN TRANSIT OR OUT FOR REPAIR OR FURTHER PROCESS) OF
SUCH GRANTOR ARE LOCATED AT THE PLACES SPECIFIED THEREFOR IN SCHEDULE VIII
HERETO OR AT ANOTHER LOCATION AS TO WHICH SUCH GRANTOR HAS COMPLIED WITH THE
REQUIREMENTS OF SECTION 11(A) (OR WILL COMPLY WITHIN THE PERIOD SET FORTH
THEREIN) OR OTHERWISE HAVE AN AGGREGATE BOOK VALUE OF NO MORE THAN $250,000.
(D)
AFTER THE DISCHARGE OF FIRST LIEN OBLIGATIONS, NONE OF THE
RECEIVABLES OR AGREEMENT COLLATERAL IS EVIDENCED BY A PROMISSORY NOTE OR OTHER
INSTRUMENT IN EXCESS OF (I) $250,000 INDIVIDUALLY AND (II) $1,000,000 IN THE
AGGREGATE, THAT HAS NOT BEEN DELIVERED TO THE COLLATERAL AGENT.
(E)
IF SUCH GRANTOR IS AN ISSUER OF SECURITY COLLATERAL, SUCH GRANTOR
CONFIRMS THAT IT HAS RECEIVED NOTICE OF THE SECURITY INTEREST GRANTED HEREUNDER.
(F)
THE PLEDGED DEBT PLEDGED BY SUCH GRANTOR HEREUNDER HAS BEEN DULY
AUTHORIZED, AUTHENTICATED OR ISSUED AND DELIVERED, IS THE LEGAL, VALID AND
BINDING OBLIGATION OF THE ISSUERS THEREOF, IS NOT IN DEFAULT AND, TO THE EXTENT
APPLICABLE, IS EVIDENCED BY ONE OR MORE PROMISSORY NOTES (WHICH PROMISSORY
NOTES, SUBJECT TO THE INTERCREDITOR AGREEMENT, HAVE BEEN DELIVERED TO THE
COLLATERAL AGENT).
(G)
THE