APPLICABLE BANKRUPTCY,
REORGANIZATION, INSOLVENCY, MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS'
RIGHTS GENERALLY AND SUBJECT, AS TO ENFORCEABILITY, TO EQUITABLE PRINCIPLES OF
GENERAL APPLICATION (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING
IN EQUITY OR AT LAW)).
4.2
TITLE; NO OTHER LIENS.
EXCEPT FOR PERMITTED
LIENS, THE GRANTORS OWN EACH ITEM OF THE COLLATERAL FREE AND CLEAR OF ANY AND
ALL LIENS OR CLAIMS OF OTHERS. NO FINANCING STATEMENT OR OTHER PUBLIC NOTICE
WITH RESPECT TO ALL OR ANY PART OF THE COLLATERAL IS ON FILE OR OF RECORD IN ANY
PUBLIC OFFICE, EXCEPT FILINGS EVIDENCING PERMITTED LIENS AND FILINGS FOR WHICH
TERMINATION STATEMENTS HAVE BEEN DELIVERED TO THE SECURED PARTY.
4.3
PERFECTED FIRST PRIORITY LIENS.
THE
SECURITY INTERESTS GRANTED PURSUANT TO THIS AGREEMENT (A) UPON COMPLETION OF THE
FILINGS AND OTHER ACTIONS SPECIFIED ON SCHEDULE 3 (WHICH, IN THE CASE OF ALL
FILINGS AND OTHER DOCUMENTS REFERRED TO ON SCHEDULE 3, HAVE BEEN DELIVERED TO
THE SECURED PARTY IN COMPLETED, TO THE EXTENT REQUIRED, AND DULY EXECUTED FORM)
WILL CONSTITUTE VALID PERFECTED SECURITY INTERESTS IN ALL OF THE COLLATERAL
(OTHER THAN UNREGISTERED PATENTS, TRADEMARKS AND COPYRIGHTS AND TITLED MOTOR
VEHICLES) IN FAVOR OF THE SECURED PARTY, AS COLLATERAL SECURITY FOR EACH
GRANTOR'S OBLIGATIONS, 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 FOR WHICH
PRIORITY IS ACCORDED UNDER APPLICABLE LAW. THE FILINGS AND OTHER ACTIONS
SPECIFIED ON SCHEDULE 3 CONSTITUTE ALL OF THE FILINGS AND OTHER ACTIONS
NECESSARY TO PERFECT ALL SECURITY INTERESTS GRANTED HEREUNDER.
4.4
GRANTOR INFORMATION.
ON THE DATE HEREOF,
SCHEDULE 1 SETS FORTH (A) EACH GRANTOR'S JURISDICTION OF ORGANIZATION, (B) THE
LOCATION OF EACH GRANTOR'S CHIEF EXECUTIVE OFFICE, (C) EACH
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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.
4.5
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 $100,000 (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). NO COLLATERAL IS LOCATED OUTSIDE THE UNITED
STATES OR IN THE POSSESSION OF ANY LESSOR, BAILEE, WAREHOUSEMAN OR CONSIGNEE,
EXCEPT AS INDICATED ON SCHEDULE 4.
4.6
CERTAIN PROPERTY.
NONE OF THE COLLATERAL
CONSTITUTES, OR IS THE PROCEEDS OF, (A) FARM PRODUCTS, (B) HEALTH CARE INSURANCE
RECEIVABLES OR (C) VESSELS,