A PERFECTED AND FIRST
PRIORITY SECURITY
4
INTEREST IN THE COLLATERAL IN WHICH DEBTOR HEREAFTER ACQUIRES RIGHTS AT THE TIME
DEBTOR ACQUIRES ANY SUCH RIGHTS, IN EACH CASE SECURING THE PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS.
(B)
DEBTOR'S CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS
(AS OF THE DATE OF THIS AGREEMENT) IS LOCATED AT THE ADDRESS SET FORTH IN
SCHEDULE 1; DEBTOR'S JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL ID NUMBER
IS SET FORTH IN SCHEDULE 1; DEBTOR'S EXACT LEGAL NAME IS AS SET FORTH IN THE
FIRST PARAGRAPH OF THIS AGREEMENT; AND ALL OTHER LOCATIONS WHERE DEBTOR CONDUCTS
BUSINESS OR COLLATERAL IS KEPT (AS OF THE DATE OF THIS AGREEMENT) ARE SET FORTH
IN SCHEDULE 1. ALL TRADE NAMES AND TRADE STYLES UNDER WHICH DEBTOR CONDUCTS ITS
BUSINESS OPERATIONS AS OF THE DATE HEREOF ARE SET FORTH IN SCHEDULE 2, AND,
EXCEPT AS SET FORTH IN SCHEDULE 2, DEBTOR HAS NOT, AT ANY TIME IN THE PAST:
(I) BEEN KNOWN AS OR USED ANY OTHER CORPORATE, TRADE OR FICTITIOUS NAME;
(II) CHANGED ITS NAME; (III) BEEN THE SURVIVING OR RESULTING CORPORATION IN A
MERGER OR CONSOLIDATION; OR (IV) ACQUIRED THROUGH ASSET PURCHASE OR OTHERWISE
ANY BUSINESS OF ANY PERSON.
(C)
DEBTOR HAS RIGHTS IN OR THE POWER TO TRANSFER THE COLLATERAL, AND
DEBTOR IS THE SOLE AND COMPLETE OWNER OF THE COLLATERAL OR HAS THE RIGHT TO USE
THE COLLATERAL PURSUANT TO A VALID AND ENFORCEABLE LICENSE, FREE FROM ANY LIEN
OTHER THAN PERMITTED LIENS.
(D)
ALL OF DEBTOR'S UNITED STATES AND FOREIGN PATENTS AND PATENT
APPLICATIONS, COPYRIGHTS (REGISTERED AND MATERIAL UNREGISTERED), APPLICATIONS
FOR COPYRIGHT REGISTRATIONS, TRADEMARKS, SERVICE MARKS AND TRADE NAMES
(REGISTERED AND MATERIAL UNREGISTERED), AND APPLICATIONS FOR REGISTRATION OF
SUCH TRADEMARKS, SERVICE MARKS AND TRADE NAMES, ARE SET FORTH IN SCHEDULE 2.
(E)
NO CONTROL AGREEMENTS EXIST WITH RESPECT TO ANY COLLATERAL OTHER
THAN CONTROL AGREEMENTS IN FAVOR OF SECURED PARTY.
(F)
DEBTOR DOES NOT HAVE OR HOLD ANY CHATTEL PAPER, LETTER-OF-CREDIT
RIGHTS OR COMMERCIAL TORT CLAIMS EXCEPT AS DISCLOSED IN WRITING TO SECURED
PARTY.
(G)
THE NAMES AND ADDRESSES OF ALL FINANCIAL INSTITUTIONS AND OTHER
PERSONS AT WHICH DEBTOR MAINTAINS ITS DEPOSIT AND SECURITIES ACCOUNTS, AND THE
ACCOUNT NUMBERS AND ACCOUNT NAMES OF SUCH ACCOUNTS, ARE SET FORTH IN SCHEDULE 1.
(H)
SCHEDULE 3 LISTS DEBTOR'S OWNERSHIP INTERESTS IN EACH OF ITS
SUBSIDIARIES AS OF THE DATE HEREOF.
(I)
DEBTOR IS AND WILL BE THE LEGAL RECORD AND BENEFICIAL OWNER OF
ALL PLEDGED COLLATERAL, AND HAS AND WILL HAVE GOOD AND MARKETABLE TITLE THERETO.
(J)
EXCEPT AS DISCLOSED IN WRITING TO SECURED PARTY, THERE ARE NO
PLEDGED COLLATERAL AGREEMENTS WHICH AFFECT OR RELATE TO THE VOTING OR GIVING OF
WRITTEN CONSENTS WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL. EACH PLEDGED
COLLATERAL AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES THERETO
WITH RESPECT TO THE SUBJECT MATTER THEREOF, HAS NOT BEEN AMENDED OR MODIFIED,
AND IS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS. TO THE BEST
KNOWLEDGE OF DEBTOR, THERE EXISTS NO