No
financing statement or security agreement describing all or any portion of the
Collateral that has not lapsed or been terminated naming a Grantor as debtor has
been filed or is of record in any jurisdiction except (a) for financing
statements or security agreements naming the Agent on behalf of the Secured
Parties as the secured party and (b) as permitted by Section 4.1(e) and 4.1(f).
Section 3.12.
Pledged Collateral.
(A)
EXHIBIT F SETS FORTH A COMPLETE AND ACCURATE LIST OF ALL OF THE
PLEDGED COLLATERAL (OTHER THAN SUCH PLEDGED COLLATERAL THAT IS HELD BY A
SECURITIES INTERMEDIARY, WHICH HAS
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BEEN LISTED AND DELIVERED TO THE AGENT AND THE LENDERS PURSUANT TO SECTION 4.01
OF THE CREDIT AGREEMENT) AND THE PERCENTAGE OF THE TOTAL ISSUED AND OUTSTANDING
EQUITY INTERESTS OF THE ISSUER REPRESENTED THEREBY (EXCEPT ANY EQUITY INTERESTS
IN RESPECT OF WHICH THE GRANTORS COLLECTIVELY OWN LESS THAN 10% OF THE EQUITY
INTERESTS OF THE ISSUER OF SUCH EQUITY INTERESTS).
EACH GRANTOR IS THE DIRECT,
SOLE BENEFICIAL OWNER AND SOLE HOLDER OF RECORD OF THE PLEDGED COLLATERAL LISTED
ON EXHIBIT F AS BEING OWNED BY IT, FREE AND CLEAR OF ANY LIENS, EXCEPT FOR THE
SECURITY INTEREST GRANTED TO THE AGENT FOR THE RATABLE BENEFIT OF THE SECURED
PARTIES HEREUNDER AND LIENS PERMITTED UNDER SECTION 6.02 OF THE CREDIT
AGREEMENT.
EACH GRANTOR FURTHER REPRESENTS AND WARRANTS THAT (I) ALL PLEDGED
COLLATERAL CONSTITUTING AN EQUITY INTEREST HAS BEEN (TO THE EXTENT SUCH CONCEPTS
ARE RELEVANT WITH RESPECT TO SUCH PLEDGED COLLATERAL) DULY AUTHORIZED AND
VALIDLY ISSUED BY THE ISSUER THEREOF AND ARE FULLY PAID AND NON-ASSESSABLE,
(II) WITH RESPECT TO ANY CERTIFICATES DELIVERED TO THE AGENT (OR ITS BAILEE)
REPRESENTING AN EQUITY INTEREST, EITHER SUCH CERTIFICATES ARE SECURITIES AS
DEFINED IN ARTICLE 8 OF THE UCC AS A RESULT OF ACTIONS BY THE ISSUER OR
OTHERWISE, OR, IF SUCH CERTIFICATES ARE NOT SECURITIES, SUCH GRANTOR HAS SO
INFORMED THE AGENT SO THAT THE AGENT (OR ITS BAILEE) MAY TAKE STEPS TO PERFECT
ITS SECURITY INTEREST THEREIN AS A GENERAL INTANGIBLE, (III) IT SHALL HAVE USED
ITS COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL PLEDGED COLLATERAL HELD
BY A SECURITIES INTERMEDIARY IS COVERED BY A CONTROL AGREEMENT AMONG THE
APPLICABLE GRANTOR, THE SECURITIES INTERMEDIARY AND THE AGENT (OR ITS BAILEE)
PURSUANT TO WHICH THE AGENT (OR ITS BAILEE) HAS CONTROL, AND (IV) ALL PLEDGED
COLLATERAL THAT REPRESENTS INDEBTEDNESS OWED TO ANY GRANTOR HAS BEEN DULY
AUTHORIZED, AUTHENTICATED OR ISSUED AND DELIVERED BY THE ISSUER OF SUCH
INDEBTEDNESS, IS THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH ISSUER AND SUCH
ISSUER IS NOT IN DEFAULT THEREUNDER.
(B)
(I) NONE OF THE PLEDGED COLLATERAL HAS BEEN ISSUED OR TRANSFERRED
IN VIOLATION OF THE SECURITIES REGISTRATION, SECURITIES DISCLOSURE OR SIMILAR
LAWS OF ANY JURISDICTION TO WHICH SUCH ISSUANCE OR TRANSFER MAY BE SUBJECT,
(II) NONE OF THE PLEDGED COLLATERAL IS OR WILL BE SUBJECT TO ANY OPTION, RIGHT
OF FIRST REFUSAL, SHAREHOLDERS AGREEMENT, CHARTER OR BY-LAW PROVISIONS OR
CONTRACTUAL RESTRICTION OF ANY NATURE