IN FAVOR OF THE
ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE LENDERS AS COLLATERAL
SECURITY FOR EACH GRANTOR'S OBLIGATIONS, IN ALL UCC COLLATERAL IN WHICH A
SECURITY INTEREST MAY BE PERFECTED BY FILING UNDER THE UCC, ENFORCEABLE IN
ACCORDANCE WITH THE TERMS HEREOF AGAINST ALL CREDITORS OF EACH GRANTOR AND ANY
PERSONS PURPORTING TO PURCHASE ANY COLLATERAL FROM EACH GRANTOR AND (B) ARE
PRIOR TO ALL OTHER LIENS ON THE COLLATERAL IN EXISTENCE ON THE DATE HEREOF
EXCEPT FOR PERMITTED LIENS.
THE FILINGS SPECIFIED ON SCHEDULE 2 CONSTITUTE ALL
OF THE FILINGS NECESSARY TO PERFECT ALL SECURITY INTERESTS GRANTED HEREUNDER IN
ALL UCC COLLATERAL IN WHICH A SECURITY INTEREST MAY BE PERFECTED BY FILING UNDER
THE UCC.
4.3
GRANTOR INFORMATION.
ON THE DATE HEREOF,
SCHEDULE 3 SETS FORTH (A) EACH GRANTOR'S JURISDICTION OF ORGANIZATION, (B) THE
LOCATION OF EACH GRANTOR'S CHIEF EXECUTIVE OFFICE, (C) EACH GRANTOR'S EXACT
LEGAL NAME AS IT APPEARS ON ITS ORGANIZATIONAL DOCUMENTS AND (D) EACH GRANTOR'S
ORGANIZATIONAL IDENTIFICATION NUMBER (TO THE EXTENT A GRANTOR IS ORGANIZED IN A
JURISDICTION WHICH ASSIGNS SUCH NUMBERS) AND FEDERAL EMPLOYER IDENTIFICATION
NUMBER.
4.4
COLLATERAL LOCATIONS.
ON THE DATE HEREOF,
SCHEDULE 4 SETS FORTH (A) EACH PLACE OF BUSINESS OF EACH GRANTOR (INCLUDING ITS
CHIEF EXECUTIVE OFFICE), (B) ALL LOCATIONS WHERE ALL INVENTORY AND THE EQUIPMENT
OWNED BY EACH GRANTOR IS KEPT, EXCEPT WITH RESPECT TO INVENTORY AND EQUIPMENT
WITH A FAIR MARKET VALUE OF LESS THAN $250,000 (IN THE AGGREGATE FOR ALL
GRANTORS) WHICH MAY BE LOCATED AT OTHER LOCATIONS AND (C) WHETHER EACH SUCH
COLLATERAL LOCATION AND PLACE OF BUSINESS (INCLUDING EACH GRANTOR'S CHIEF
EXECUTIVE OFFICE) IS OWNED OR LEASED (AND IF LEASED, SPECIFIES THE COMPLETE NAME
AND NOTICE ADDRESS OF EACH LESSOR).
AS OF THE DATE HEREOF, NO COLLATERAL IS IN
THE POSSESSION OF ANY LESSOR, BAILEE, WAREHOUSEMAN OR CONSIGNEE, EXCEPT AS
INDICATED ON SCHEDULE 4.
9
4.5
CERTAIN PROPERTY.
NONE OF THE COLLATERAL
CONSTITUTES, OR IS THE PROCEEDS OF, (A) FARM PRODUCTS, (B) HEALTH CARE INSURANCE
RECEIVABLES OR (C) VESSELS, AIRCRAFT OR ANY OTHER PROPERTY SUBJECT TO ANY
CERTIFICATE OF TITLE OR OTHER REGISTRATION STATUTE OF THE UNITED STATES, ANY
STATE OR OTHER JURISDICTION, OTHER THAN MOTOR VEHICLES WITH AN AGGREGATE BOOK
VALUE OF LESS THAN $250,000.
4.6
INVESTMENT PROPERTY.
(A) THE PLEDGED EQUITY
PLEDGED BY EACH GRANTOR HEREUNDER CONSTITUTE ALL THE ISSUED AND OUTSTANDING
EQUITY INTERESTS OF EACH ISSUER OWNED BY SUCH GRANTOR OR, IN THE CASE OF ANY
FIRST-TIER MATERIAL FOREIGN SUBSIDIARY, 65% OF ALL ISSUED AND OUTSTANDING EQUITY
INTERESTS OF SUCH FIRST-TIER MATERIAL FOREIGN SUBSIDIARY.
(B)
ALL OF THE PLEDGED EQUITY HAS BEEN DULY AND VALIDLY ISSUED AND IS
FULLY PAID AND NONASSESSABLE.
(C)
EACH OF THE PLEDGED NOTES 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