TO THE PERFECTION
CERTIFICATE AND (II) ALL REGISTRATIONS LISTED IN SCHEDULE 12(A) OR 12(B) TO THE
PERFECTION CERTIFICATE ARE VALID AND IN FULL FORCE AND EFFECT, EXCEPT, TO THE
EXTENT (I) (1) THE FAILURE OF A LOAN PARTY TO OWN OR POSSESS THE RIGHT TO USE OR
(2) A LOAN PARTY'S AUTHORIZATION OR ENABLING OF ANY OTHER PERSON TO USE ANY SUCH
COPYRIGHT, PATENT OR TRADEMARK OR (II) THE FAILURE TO HAVE ANY VALID AND
EFFECTIVE REGISTRATION, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
NO VIOLATIONS OR PROCEEDINGS.
TO EACH LOAN PARTY'S KNOWLEDGE, ON
AND AS OF THE DATE HEREOF, THERE IS NO MATERIAL VIOLATION BY OTHERS OF ANY RIGHT
OF SUCH LOAN PARTY WITH RESPECT TO ANY COPYRIGHT, PATENT OR TRADEMARK LISTED IN
SCHEDULE 12(A) OR 12(B) TO THE PERFECTION CERTIFICATE, PLEDGED BY IT UNDER THE
NAME OF SUCH LOAN PARTY.
SECTION 3.07
Equity Interests and Subsidiaries.
(A)
EQUITY INTERESTS.
SCHEDULES 1(A) AND 10(A) TO THE PERFECTION
CERTIFICATE DATED THE CLOSING DATE SET FORTH A LIST OF (I) ALL THE SUBSIDIARIES
OF BORROWER AND THEIR JURISDICTIONS OF ORGANIZATION AS OF THE CLOSING DATE AND
(II) THE NUMBER OF EACH CLASS OF THEIR RESPECTIVE EQUITY INTERESTS AUTHORIZED,
AND THE NUMBER OUTSTANDING, ON THE CLOSING DATE AND THE NUMBER OF SHARES COVERED
BY ALL OUTSTANDING OPTIONS, WARRANTS, RIGHTS OF CONVERSION OR PURCHASE AND
SIMILAR RIGHTS AT THE CLOSING DATE.
ALL EQUITY INTERESTS OF EACH COMPANY ARE
DULY AND VALIDLY ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE, AND, OTHER THAN
THE EQUITY INTERESTS OF BORROWER, ARE OWNED BY BORROWER, DIRECTLY OR INDIRECTLY
THROUGH WHOLLY OWNED SUBSIDIARIES.
EACH LOAN PARTY IS THE RECORD AND BENEFICIAL
OWNER OF, AND HAS GOOD AND MARKETABLE TITLE TO, THE EQUITY INTERESTS PLEDGED BY
IT UNDER THE SECURITY AGREEMENT, FREE OF ANY AND ALL LIENS, RIGHTS OR CLAIMS OF
OTHER PERSONS, EXCEPT THE SECURITY INTEREST CREATED BY THE SECURITY AGREEMENT
AND PERMITTED LIENS, AND THERE ARE NO OUTSTANDING WARRANTS, OPTIONS OR OTHER
RIGHTS TO PURCHASE, OR SHAREHOLDER, VOTING TRUST OR SIMILAR AGREEMENTS
OUTSTANDING WITH RESPECT TO, OR PROPERTY THAT IS CONVERTIBLE INTO, OR THAT
REQUIRES THE ISSUANCE OR SALE OF, ANY SUCH EQUITY INTERESTS.
(B)
NO CONSENT OF THIRD PARTIES REQUIRED.
NO CONSENT OF ANY PERSON
INCLUDING ANY OTHER GENERAL OR LIMITED PARTNER, ANY OTHER MEMBER OF A LIMITED
LIABILITY COMPANY, ANY OTHER SHAREHOLDER OR ANY OTHER TRUST BENEFICIARY IS
NECESSARY OR REASONABLY DESIRABLE (FROM THE PERSPECTIVE OF A SECURED PARTY) IN
CONNECTION WITH THE CREATION, PERFECTION OR FIRST PRIORITY STATUS OF THE
SECURITY INTEREST OF THE COLLATERAL AGENT IN ANY EQUITY INTERESTS PLEDGED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES
64
UNDER THE SECURITY AGREEMENT OR THE EXERCISE BY THE COLLATERAL AGENT OF THE
VOTING OR OTHER RIGHTS PROVIDED FOR IN THE SECURITY AGREEMENT OR THE EXERCISE OF
REMEDIES IN RESPECT THEREOF.
(C)
ORGANIZATIONAL CHART.
AN ACCURATE ORGANIZATIONAL CHART, SHOWING
THE OWNERSHIP STRUCTURE OF BORROWER AND EACH SUBSIDIARY ON THE CLOSING