VALID
PERFECTED SECURITY INTERESTS IN ALL OF THE COLLATERAL IN FAVOR OF THE
ADMINISTRATIVE AGENT, FOR ITS BENEFIT AND THE BENEFIT OF THE SECURED PARTIES, AS
COLLATERAL SECURITY FOR SUCH GRANTOR'S OBLIGATIONS, ENFORCEABLE IN ACCORDANCE
WITH THE TERMS HEREOF AGAINST ALL CREDITORS OF SUCH GRANTOR AND ANY PERSONS
PURPORTING TO PURCHASE ANY COLLATERAL FROM SUCH GRANTOR AND (B) ARE PRIOR TO ALL
OTHER LIENS ON THE COLLATERAL IN EXISTENCE ON THE DATE HEREOF EXCEPT FOR (I)
UNRECORDED LIENS PERMITTED BY THE CREDIT AGREEMENT WHICH HAVE PRIORITY OVER THE
LIENS ON THE COLLATERAL BY OPERATION OF LAW, (II) LIENS DESCRIBED ON SCHEDULE 7,
AND (II) LIENS PREVIOUSLY IDENTIFIED IN WRITING TO THE ADMINISTRATIVE AGENT,
ARRANGEMENTS FOR THE RELEASE OF WHICH SATISFACTORY TO THE ADMINISTRATIVE AGENT
HAVE BEEN MADE, AND EXCEPT TO THE EXTENT THAT FILINGS OUTSIDE THE UNITED STATES
MIGHT BE REQUIRED TO PERFECT SUCH SECURITY INTEREST IN NON-U.S. INTELLECTUAL
PROPERTY.
4.4
CHIEF EXECUTIVE OFFICE.
ON THE DATE HEREOF, SUCH GRANTOR'S
JURISDICTION OF ORGANIZATION, IDENTIFICATION NUMBER FROM SUCH JURISDICTION OF
ORGANIZATION (IF ANY) AND THE LOCATION OF SUCH GRANTOR'S CHIEF EXECUTIVE OFFICE
OR PRINCIPAL PLACE OF BUSINESS ARE SPECIFIED ON SCHEDULE 4.
4.5
INVENTORY AND EQUIPMENT.
ON THE DATE HEREOF, THE INVENTORY AND THE
EQUIPMENT (OTHER THAN MOBILE GOODS) ARE KEPT AT THE LOCATIONS LISTED ON SCHEDULE
5.
4.6
FARM PRODUCTS.
NONE OF THE COLLATERAL CONSTITUTES, OR IS THE
PROCEEDS OF, FARM PRODUCTS.
4.7
PLEDGED SECURITIES.
(A)
THE SHARES OF PLEDGED STOCK PLEDGED BY SUCH
GRANTOR HEREUNDER CONSTITUTE ALL THE ISSUED AND OUTSTANDING SHARES OF ALL
CLASSES OF THE CAPITAL STOCK OF EACH ISSUER OWNED BY SUCH GRANTOR, EXCEPT THAT
THE SHARES OF PLEDGED STOCK OF ANY ISSUER WHICH IS A FOREIGN SUBSIDIARY
CONSTITUTE NO MORE THAN 65% OF ALL THE ISSUED AND OUTSTANDING CAPITAL STOCK OF
SUCH ISSUER AND NO SHARES OF ANY ISSUER THAT ARE OWNED BY A FOREIGN SUBSIDIARY
SHALL CONSTITUTE PLEDGED STOCK.
(B)
ALL THE SHARES OF THE PLEDGED STOCK HAVE BEEN DULY AND VALIDLY
ISSUED AND, TO THE EXTENT THE SAME ARE SHARES OF CAPITAL STOCK OF A CORPORATION,
ARE FULLY PAID AND NONASSESSABLE.
(C)
EACH OF THE PLEDGED NOTES THAT IS AN INTERCOMPANY NOTE CONSTITUTES
THE LEGAL, VALID AND BINDING OBLIGATION OF THE OBLIGOR WITH RESPECT THERETO,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE EFFECTS OF BANKRUPTCY,
INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR
LAWS RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE
PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN
IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
NO OBLIGOR WITH RESPECT TO ANY
SUCH PLEDGED NOTE HAS ANY DEFENSE OR COUNTERCLAIM WITH RESPECT TO SUCH PLEDGED
NOTE OR ANY PAYMENT THEREUNDER.
ALL PLEDGED NOTES WITH A PRINCIPAL AMOUNT IN
EXCESS OF $100,000 ARE LISTED ON SCHEDULE 2.
10
(D)
SUCH GRANTOR IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD
AND MARKETABLE TITLE TO, THE PLEDGED SECURITIES PLEDGED BY IT HEREUNDER, FREE OF
ANY AND ALL LIENS OR OPTIONS IN FAVOR OF,