NAME; (III) BEEN THE SURVIVING
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OR RESULTING CORPORATION IN A MERGER OR CONSOLIDATION; OR (IV) ACQUIRED THROUGH
ASSET PURCHASE OR OTHERWISE ANY BUSINESS OF ANY PERSON.
(C)
EACH GRANTOR HAS RIGHTS IN OR THE POWER TO TRANSFER THE
COLLATERAL, AND EACH GRANTOR IS THE SOLE AND COMPLETE OWNER OF THE COLLATERAL OR
HAS THE RIGHT TO USE THE COLLATERAL PURSUANT TO A VALID AND ENFORCEABLE LICENSE,
FREE FROM ANY LIEN OTHER THAN PERMITTED LIENS.
(D)
ALL OF EACH GRANTOR'S UNITED STATES AND FOREIGN PATENTS AND PATENT
APPLICATIONS, COPYRIGHTS (REGISTERED AND MATERIAL UNREGISTERED), APPLICATIONS
FOR COPYRIGHT REGISTRATIONS, TRADEMARKS, SERVICE MARKS AND TRADE NAMES
(REGISTERED AND MATERIAL UNREGISTERED), AND APPLICATIONS FOR REGISTRATION OF
SUCH TRADEMARKS, SERVICE MARKS AND TRADE NAMES, ARE SET FORTH IN SCHEDULE 2.
(E)
NO CONTROL AGREEMENTS EXIST WITH RESPECT TO ANY COLLATERAL OTHER
THAN CONTROL AGREEMENTS IN FAVOR OF SECURED PARTY.
(F)
NO GRANTOR HAS OR HOLDS ANY CHATTEL PAPER, LETTER-OF-CREDIT
RIGHTS OR COMMERCIAL TORT CLAIMS EXCEPT AS DISCLOSED IN WRITING TO SECURED
PARTY.
(G)
THE NAMES AND ADDRESSES OF ALL FINANCIAL INSTITUTIONS AND OTHER
PERSONS AT WHICH ANY GRANTOR MAINTAINS ITS DEPOSIT AND SECURITIES ACCOUNTS, AND
THE ACCOUNT NUMBERS AND ACCOUNT NAMES OF SUCH ACCOUNTS, ARE SET FORTH IN
SCHEDULE 1.
(H)
SCHEDULE 3 LISTS EACH GRANTOR'S OWNERSHIP INTERESTS IN EACH OF ITS
SUBSIDIARIES AS OF THE DATE HEREOF.
(I)
EACH GRANTOR IS AND WILL BE THE LEGAL RECORD AND BENEFICIAL OWNER
OF ALL PLEDGED COLLATERAL, AND HAS AND WILL HAVE GOOD AND MARKETABLE TITLE
THERETO.
(J)
EXCEPT AS DISCLOSED IN WRITING TO SECURED PARTY, THERE ARE NO
PLEDGED COLLATERAL AGREEMENTS WHICH AFFECT OR RELATE TO THE VOTING OR GIVING OF
WRITTEN CONSENTS WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL. EACH PLEDGED
COLLATERAL AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES THERETO
WITH RESPECT TO THE SUBJECT MATTER THEREOF, HAS NOT BEEN AMENDED OR MODIFIED,
AND IS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS. TO THE BEST
KNOWLEDGE OF EACH GRANTOR, THERE EXISTS NO VIOLATION OR DEFAULT UNDER ANY
PLEDGED COLLATERAL AGREEMENT BY SUCH GRANTOR OR THE OTHER PARTIES THERETO. EACH
GRANTOR HAS NOT KNOWINGLY WAIVED OR RELEASED ANY OF ITS RIGHTS UNDER OR
OTHERWISE CONSENTED TO A DEPARTURE FROM THE TERMS AND PROVISIONS OF ANY PLEDGED
COLLATERAL AGREEMENT.
(K)
NO GRANTOR IS OR WILL BECOME A LESSEE UNDER ANY REAL PROPERTY
LEASE OR PARTY TO ANY OTHER AGREEMENT GOVERNING THE LOCATION OF COLLATERAL AT
THE PREMISES OF ANOTHER PERSON PURSUANT TO WHICH THE LESSOR OR SUCH OTHER PERSON
MAY OBTAIN ANY RIGHTS IN ANY OF THE COLLATERAL EXCEPT AS DISCLOSED IN WRITING TO
SECURED PARTY, AND NO SUCH LEASE OR OTHER SUCH AGREEMENT NOW PROHIBITS,
RESTRAINS, IMPAIRS OR WILL PROHIBIT, RESTRAIN OR IMPAIR ANY GRANTOR'S RIGHT TO
REMOVE ANY COLLATERAL FROM THE PREMISES AT WHICH SUCH COLLATERAL IS SITUATED,
EXCEPT FOR THE USUAL AND CUSTOMARY RESTRICTIONS CONTAINED IN SUCH LEASES OF REAL
PROPERTY, AND SUCH OTHER AGREEMENTS.
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Section 5.
Covenants. So long as any of the Obligations remain