OF AGENT FOR THE BENEFIT OF AGENT AND LENDERS AS A
MATTER OF LAW, AND IS ENFORCEABLE AS SUCH AS AGAINST ANY AND ALL CREDITORS OF
AND PURCHASERS FROM ANY GRANTOR (OTHER THAN PURCHASERS AND LESSEES OF INVENTORY
IN THE ORDINARY COURSE OF BUSINESS [AND NON-EXCLUSIVE LICENSEES OF GENERAL
INTANGIBLES IN THE ORDINARY COURSE OF BUSINESS]).
ALL ACTION BY ANY GRANTOR
NECESSARY OR DESIRABLE TO PROTECT AND PERFECT SUCH LIEN ON EACH ITEM OF THE
COLLATERAL HAS BEEN DULY TAKEN;
(D)
SCHEDULE II HERETO LISTS ALL INSTRUMENTS,
LETTER OF CREDIT RIGHTS AND CHATTEL PAPER OF EACH GRANTOR.
ALL ACTION BY ANY
GRANTOR NECESSARY OR DESIRABLE TO PROTECT AND PERFECT THE LIEN OF AGENT ON EACH
ITEM SET FORTH ON SCHEDULE II (INCLUDING THE DELIVERY OF ALL ORIGINALS THEREOF
TO AGENT AND THE LEGENDING OF ALL CHATTEL PAPER AS REQUIRED BY SECTION 5(B)
HEREOF) HAS BEEN DULY TAKEN.
THE LIEN OF AGENT, FOR THE BENEFIT OF AGENT AND
LENDERS, ON THE COLLATERAL LISTED ON SCHEDULE II HERETO IS PRIOR TO ALL OTHER
LIENS, EXCEPT PERMITTED ENCUMBRANCES THAT WOULD BE PRIOR TO THE LIENS IN FAVOR
OF AGENT AS A MATTER OF LAW, AND IS ENFORCEABLE AS SUCH AGAINST ANY AND ALL
CREDITORS OF AND PURCHASERS FROM ANY GRANTOR;
(E)
EACH GRANTOR'S NAME AS IT APPEARS IN
OFFICIAL FILINGS IN THE STATE OF ITS INCORPORATION OR OTHER ORGANIZATION, THE
TYPE OF ENTITY OF EACH GRANTOR (INCLUDING CORPORATION, PARTNERSHIP, LIMITED
PARTNERSHIP OR LIMITED LIABILITY COMPANY), ORGANIZATIONAL IDENTIFICATION NUMBER
ISSUED BY EACH GRANTOR'S STATE OF INCORPORATION OR ORGANIZATION OR A STATEMENT
THAT NO SUCH NUMBER HAS BEEN ISSUED, EACH GRANTOR'S STATE OF ORGANIZATION OR
INCORPORATION, THE LOCATION OF EACH GRANTOR'S CHIEF EXECUTIVE OFFICE, PRINCIPAL
PLACE OF BUSINESS, OFFICES, ALL WAREHOUSES AND PREMISES WHERE COLLATERAL IS
STORED OR LOCATED, AND THE LOCATIONS OF ITS BOOKS AND RECORDS CONCERNING THE
COLLATERAL ARE SET FORTH ON SCHEDULE
.
EACH GRANTOR HAS ONLY ONE STATE OF
INCORPORATION OR ORGANIZATION;
(F)
WITH RESPECT TO THE ACCOUNTS, EXCEPT AS
SPECIFICALLY DISCLOSED IN THE MOST RECENT COLLATERAL REPORT DELIVERED TO AGENT
(I) THEY REPRESENT BONA FIDE SALES OF INVENTORY OR RENDERING OF SERVICES TO
ACCOUNT DEBTORS IN THE ORDINARY COURSE OF EACH GRANTOR'S BUSINESS AND ARE NOT
EVIDENCED BY A JUDGMENT, INSTRUMENT OR CHATTEL PAPER; (II) THERE ARE NO SETOFFS,
CLAIMS OR DISPUTES EXISTING OR ASSERTED WITH RESPECT THERETO AND NO GRANTOR HAS
MADE ANY AGREEMENT WITH ANY ACCOUNT DEBTOR FOR ANY EXTENSION OF TIME FOR THE
PAYMENT THEREOF, ANY COMPROMISE OR SETTLEMENT FOR LESS THAN THE FULL AMOUNT
THEREOF, ANY RELEASE OF ANY ACCOUNT DEBTOR FROM LIABILITY THEREFOR, OR ANY
DEDUCTION THEREFROM EXCEPT A DISCOUNT OR ALLOWANCE ALLOWED BY SUCH GRANTOR IN
THE ORDINARY COURSE OF ITS BUSINESS FOR PROMPT PAYMENT AND DISCLOSED TO AGENT;
(III) TO EACH GRANTOR'S KNOWLEDGE, THERE ARE NO FACTS, EVENTS OR OCCURRENCES
WHICH IN ANY WAY IMPAIR THE VALIDITY OR ENFORCEABILITY THEREOF OR COULD
REASONABLY BE EXPECTED TO REDUCE THE AMOUNT PAYABLE THEREUNDER AS SHOWN ON ANY
GRANTOR'S BOOKS AND RECORDS AND ANY INVOICES, STATEMENTS