THE SECURED PARTIES OR THE DEBTOR OR ANY OTHER CORPORATION OR PERSON
OR ANY OTHER CIRCUMSTANCE WHATSOEVER WHICH MIGHT, BUT FOR THE PROVISIONS OF THIS
CLAUSE, CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF THE DEBTOR'S OBLIGATIONS
HEREUNDER.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Debtor hereby represents and warrants as follows:
3.1
OWNERSHIP OF COLLATERAL.
THE DEBTOR OWNS,
OR HAS VALID RIGHTS AS A LESSEE OR LICENSEE WITH RESPECT TO, ALL COLLATERAL
PURPORTED TO BE PLEDGED BY IT HEREUNDER, FREE AND CLEAR OF ANY LIENS EXCEPT FOR
PERMITTED LIENS.
NO MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT OR OTHER
PUBLIC NOTICE WITH RESPECT TO ALL OR ANY PART OF THE COLLATERAL IS ON FILE OR OF
RECORD IN ANY GOVERNMENT OR PUBLIC OFFICE, AND THE DEBTOR HAS NOT FILED OR
CONSENTED TO THE FILING OF ANY SUCH MORTGAGE, AGREEMENT, STATEMENT OR NOTICE,
EXCEPT (I) UNIFORM COMMERCIAL CODE FINANCING STATEMENTS NAMING THE SECURED
PARTIES AS SECURED PARTIES AND (II) LIENS IN FAVOR OF ED PURSUANT TO THE ROYALTY
SECURITY AGREEMENT.
3.2
SECURITY INTERESTS; FILINGS.
THIS
AGREEMENT, TOGETHER WITH (I) THE FILING OF DULY COMPLETED AND EXECUTED UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS NAMING THE DEBTOR AS DEBTOR, THE SECURED
PARTIES AS SECURED PARTIES, AND DESCRIBING THE COLLATERAL, IN THE JURISDICTIONS
SET FORTH WITH RESPECT TO THE DEBTOR ON SCHEDULE I HERETO (WHICH FILING IS
HEREBY AUTHORIZED BY THE DEBTOR) AND (II) TO THE EXTENT REQUIRED BY APPLICABLE
LAW, THE FILING OF DULY COMPLETED AND EXECUTED ASSIGNMENTS IN THE FORMS REQUIRED
BY THE U.S. COPYRIGHT OFFICE OR THE U.S. PATENT AND TRADEMARK OFFICE, CREATES,
AND AT ALL TIMES SHALL CONSTITUTE, A VALID AND PERFECTED SECURITY INTEREST
5
IN AND LIEN UPON THE COLLATERAL IN FAVOR OF THE SECURED PARTIES, TO THE EXTENT A
SECURITY INTEREST AND LIEN THEREIN CAN BE PERFECTED BY SUCH FILINGS, RECORDINGS
OR POSSESSION, AS APPLICABLE, SUPERIOR AND PRIOR TO THE RIGHTS OF ALL OTHER
PERSONS THEREIN EXCEPT FOR PERMITTED LIENS.
3.3
LOCATIONS.
SCHEDULE I LISTS AS TO THE
DEBTOR, (I) ITS EXACT LEGAL NAME, (II) THE JURISDICTION OF ITS INCORPORATION OR
ORGANIZATION, ITS FEDERAL TAX IDENTIFICATION NUMBER, AND (IF APPLICABLE) ITS
ORGANIZATIONAL IDENTIFICATION NUMBER, (III) THE ADDRESSES OF ITS CHIEF EXECUTIVE
OFFICE AND EACH OTHER PLACE OF BUSINESS AND (IV) THE ADDRESS OF EACH LOCATION AT
WHICH ANY OF THE COLLATERAL INVENTORY OR COLLATERAL EQUIPMENT IS KEPT, EXCEPT
FOR ANY NEW LOCATIONS ESTABLISHED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.2.
THE DEBTOR DOES NOT PRESENTLY CONDUCT BUSINESS UNDER ANY PRIOR OR
OTHER CORPORATE OR COMPANY NAME OR UNDER ANY TRADE OR FICTITIOUS NAMES, EXCEPT
AS INDICATED BENEATH ITS NAME ON SCHEDULE I, AND THE DEBTOR HAS NOT ENTERED INTO
ANY CONTRACT OR GRANTED ANY LIEN WITHIN THE PAST FIVE (5) YEARS UNDER ANY NAME
OTHER THAN ITS LEGAL CORPORATE NAME OR A TRADE OR FICTITIOUS NAME INDICATED ON
SCHEDULE I.
3.4
NO VIOLATIONS.
THE SIGNING, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY THE DEBTOR IS NOT PROHIBITED OR LIMITED BY, AND
WILL NOT RESULT IN THE BREACH OF OR A DEFAULT