on Schedule 4.
Such
Grantor has furnished to the Administrative Agent a certified charter,
certificate of incorporation or other organization document and long form good
standing certificate as of a date which is recent to the date hereof.
4.5.Inventory and Equipment.
On the date hereof, the Inventory and the
Equipment of such Grantor (other than mobile goods) are kept at the locations
listed on Schedule 5.
4.6.Farm Products.
None of such Grantor's 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 or, in the
case of Foreign Subsidiary Voting Stock, if less, 65% of the issued and
outstanding shares of all classes of Foreign Subsidiary Voting Stock of each
relevant Issuer.
(B)
ALL THE SHARES OF THE PLEDGED STOCK OWNED BY SUCH PLEDGOR HAVE
BEEN DULY AND VALIDLY ISSUED AND ARE FULLY PAID AND NONASSESSABLE.
(C)
TO SUCH GRANTOR'S KNOWLEDGE, 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 LAW) AND AN
IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
(D)
SUCH GRANTOR IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD
TITLE TO, THE INVESTMENT PROPERTY PLEDGED BY IT HEREUNDER, FREE OF ANY AND ALL
LIENS OR OPTIONS IN FAVOR OF, OR CLAIMS OF, ANY OTHER PERSON, EXCEPT THE
SECURITY INTEREST CREATED BY THIS AGREEMENT OR LIENS ARISING BY OPERATION OF
LAW.
4.8.Receivables.
No amount payable to such Grantor under or in connection with
any Receivable is evidenced by any Instrument or Chattel Paper which has not
been delivered to the Administrative Agent (except as provided in Section 5.2).
4.9.Intellectual Property.
(a)
Schedule 6 lists all Intellectual Property that
is registered or for which registrations are pending owned by such Grantor in
its own name on the date hereof.
(B)
ON THE DATE HEREOF, ALL MATERIAL INTELLECTUAL PROPERTY OF SUCH
GRANTOR DESCRIBED ON SCHEDULE 6 IS VALID, SUBSISTING, UNEXPIRED AND ENFORCEABLE
(EXCEPTING FOR ANY PENDING APPLICATIONS), HAS NOT BEEN ABANDONED, AND DOES NOT,
TO THE KNOWLEDGE OF GRANTOR, INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY
OTHER PERSON IN ANY MATERIAL RESPECT.
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(C)
EXCEPT AS SET FORTH IN SCHEDULE 6, ON THE DATE HEREOF, NONE OF THE
INTELLECTUAL PROPERTY IS THE SUBJECT OF ANY LICENSING OR FRANCHISE AGREEMENT,
OTHER THAN LICENSING OR FRANCHISE AGREEMENTS ENTERED INTO BY GRANTOR AS PART OF
ITS ORDINARY COURSE OF BUSINESS, PURSUANT TO WHICH SUCH GRANTOR IS THE LICENSOR
OR FRANCHISOR.
(D)
NO HOLDING, DECISION OR JUDGMENT HAS BEEN RENDERED BY ANY
GOVERNMENTAL AUTHORITY WHICH WOULD LIMIT, CANCEL OR QUESTION THE VALIDITY OF, OR
SUCH GRANTOR'S RIGHTS IN, ANY