(I) EXCEPT AS SET FORTH IN SCHEDULE 3.6(B), EACH SUCH LOAN
PARTY OWNS AND POSSESSES THE RIGHT TO USE, AND HAS DONE NOTHING TO AUTHORIZE OR
ENABLE ANY OTHER PERSON THAT IS NOT AN AFFILIATE OF SUCH LOAN PARTY TO USE, ANY
COPYRIGHT, PATENT OR TRADEMARK (AS SUCH TERMS ARE DEFINED IN THE SECURITY
AGREEMENT) LISTED IN SCHEDULE 12(A) OR 12(B) 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.
(C)
NO VIOLATIONS OR PROCEEDINGS.
TO EACH SUCH 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 EXCEPT AS MAY BE SET FORTH ON
SCHEDULE 3.06(C).
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 THE US BORROWER AND THEIR JURISDICTIONS OF ORGANIZATION AS OF THE CLOSING
DATE AND (II) THE NUMBER OF EACH CLASS OF ITS 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 THE US BORROWER, ARE OWNED BY THE US 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 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.
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(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 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 THE US