Patents, Trademarks and Copyrights of the Grantors, such
perfected security interests are enforceable as such as against any and all
creditors of and purchasers from the Grantors; and all action necessary or
desirable under the UCC and the laws of the United States to protect and perfect
the Agent's Lien on the Patents, Trademarks or Copyrights of the Grantors shall
have been duly taken.
Section 3.11.
No Financing Statements, Security
Agreements.
No financing statement or security agreement describing all or any
portion of the Collateral that has not lapsed or been terminated naming a
Grantor as debtor has been filed or is of record in any jurisdiction except (a)
for financing
9
statements or security agreements naming the Agent on behalf of the Secured
Parties as the secured party and (b) as permitted by Section 4.1(e) and 4.1(f).
Section 3.12.
Pledged Collateral.
(A)
EXHIBIT F SETS FORTH A COMPLETE AND
ACCURATE LIST OF ALL OF THE PLEDGED COLLATERAL AND THE PERCENTAGE OF THE TOTAL
ISSUED AND OUTSTANDING EQUITY INTERESTS OF THE ISSUER REPRESENTED THEREBY
(EXCEPT ANY EQUITY INTERESTS IN RESPECT OF WHICH A GRANTOR OWNS LESS THAN 10% OF
THE EQUITY INTERESTS OF THE ISSUER OF SUCH EQUITY INTERESTS).
EACH GRANTOR IS
THE DIRECT, SOLE BENEFICIAL OWNER AND SOLE HOLDER OF RECORD OF THE PLEDGED
COLLATERAL LISTED ON EXHIBIT F AS BEING OWNED BY IT, FREE AND CLEAR OF ANY
LIENS, EXCEPT FOR THE SECURITY INTEREST GRANTED TO THE AGENT FOR THE RATABLE
BENEFIT OF THE SECURED PARTIES HEREUNDER AND LIENS PERMITTED UNDER SECTION 6.02
OF THE CREDIT AGREEMENT.
EACH GRANTOR FURTHER REPRESENTS AND WARRANTS THAT (I)
ALL PLEDGED COLLATERAL CONSTITUTING AN EQUITY INTEREST HAS BEEN (TO THE EXTENT
SUCH CONCEPTS ARE RELEVANT WITH RESPECT TO SUCH PLEDGED COLLATERAL) DULY
AUTHORIZED AND VALIDLY ISSUED BY THE ISSUER THEREOF AND ARE FULLY PAID AND
NON-ASSESSABLE, (II) WITH RESPECT TO ANY CERTIFICATES DELIVERED TO THE AGENT (OR
ITS BAILEE) REPRESENTING AN EQUITY INTEREST, EITHER SUCH CERTIFICATES ARE
SECURITIES AS DEFINED IN ARTICLE 8 OF THE UCC AS A RESULT OF ACTIONS BY THE
ISSUER OR OTHERWISE, OR, IF SUCH CERTIFICATES ARE NOT SECURITIES, SUCH GRANTOR
HAS SO INFORMED THE AGENT SO THAT THE AGENT (OR ITS BAILEE) MAY TAKE STEPS TO
PERFECT ITS SECURITY INTEREST THEREIN AS A GENERAL INTANGIBLE, (III) IT SHALL
HAVE USED ITS COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL PLEDGED
COLLATERAL HELD BY A SECURITIES INTERMEDIARY IS COVERED BY A CONTROL AGREEMENT
AMONG THE APPLICABLE GRANTOR, THE SECURITIES INTERMEDIARY AND THE AGENT (OR ITS
BAILEE) PURSUANT TO WHICH THE AGENT (OR ITS BAILEE) HAS CONTROL, AND (IV) ALL
PLEDGED COLLATERAL THAT REPRESENTS INDEBTEDNESS OWED TO ANY GRANTOR HAS BEEN
DULY AUTHORIZED, AUTHENTICATED OR ISSUED AND DELIVERED BY THE ISSUER OF SUCH
INDEBTEDNESS, IS THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH ISSUER AND SUCH
ISSUER IS NOT IN DEFAULT THEREUNDER.
(B)
(I) NONE OF THE PLEDGED COLLATERAL HAS BEEN
ISSUED OR TRANSFERRED IN VIOLATION OF THE SECURITIES REGISTRATION, SECURITIES
DISCLOSURE OR SIMILAR LAWS OF ANY JURISDICTION TO