USED BY EACH GRANTOR AND THE NAME OF, AND EACH TRADE
NAME USED BY, EACH PERSON FROM WHICH SUCH GRANTOR HAS ACQUIRED ANY SUBSTANTIAL
PART OF THE COLLATERAL.
(E)
SUCH GRANTOR HAS DELIVERED TO THE
COLLATERAL AGENT COMPLETE AND CORRECT COPIES OF EACH LICENSE, IF ANY, DESCRIBED
IN SCHEDULE II HERETO, INCLUDING ALL SCHEDULES AND EXHIBITS THERETO, WHICH
REPRESENTS ALL OF THE MATERIAL LICENSES EXISTING ON THE DATE OF THIS AGREEMENT.
EACH SUCH LICENSE SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE
PARTIES THERETO RELATING TO THE SUBJECT MATTER THEREOF, AND THERE ARE NO OTHER
AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS, WRITTEN OR ORAL, RELATING TO THE
MATTERS COVERED THEREBY OR THE RIGHTS OF SUCH GRANTOR OR ANY OF ITS AFFILIATES
IN RESPECT THEREOF.
EACH MATERIAL LICENSE NOW EXISTING IS, AND ANY MATERIAL
LICENSE ENTERED INTO IN THE FUTURE WILL BE, THE LEGAL, VALID AND BINDING
OBLIGATION OF THE PARTIES THERETO, ENFORCEABLE AGAINST SUCH PARTIES IN
ACCORDANCE WITH ITS TERMS.
NO DEFAULT UNDER ANY MATERIAL LICENSE BY ANY SUCH
PARTY HAS OCCURRED, NOR DOES ANY DEFENSE, OFFSET, DEDUCTION OR COUNTERCLAIM
EXIST THEREUNDER IN FAVOR OF ANY SUCH PARTY.
(F)
SUCH GRANTOR OWNS AND CONTROLS, OR
OTHERWISE POSSESSES ADEQUATE RIGHTS TO USE, ALL MATERIAL TRADEMARKS, PATENTS AND
COPYRIGHTS, WHICH ARE THE ONLY TRADEMARKS, PATENTS, COPYRIGHTS, INVENTIONS,
TRADE SECRETS, PROPRIETARY INFORMATION AND TECHNOLOGY, KNOW-HOW, FORMULAE,
RIGHTS OF PUBLICITY NECESSARY TO CONDUCT ITS BUSINESS IN SUBSTANTIALLY THE SAME
MANNER AS CONDUCTED AS OF THE DATE HEREOF.
SCHEDULE II HERETO SETS FORTH A TRUE
AND COMPLETE LIST OF ALL REGISTERED COPYRIGHTS, ISSUED PATENTS, TRADEMARKS AND
LICENSES ANNUALLY OWNED OR USED BY SUCH GRANTOR AS OF THE DATE HEREOF.
TO THE
BEST KNOWLEDGE OF EACH GRANTOR, ALL SUCH SCHEDULED INTELLECTUAL PROPERTY OF SUCH
GUARANTOR IS SUBSISTING AND IN FULL FORCE AND EFFECT, HAS NOT BEEN ADJUDGED
INVALID OR UNENFORCEABLE, IS VALID AND ENFORCEABLE AND HAS NOT BEEN ABANDONED IN
WHOLE OR IN PART.
EXCEPT AS SET FORTH IN SCHEDULE II, NO SUCH SCHEDULED
INTELLECTUAL PROPERTY IS THE SUBJECT OF ANY LICENSING OR FRANCHISING AGREEMENT.
SUCH GRANTOR HAS NO KNOWLEDGE OF ANY CONFLICT WITH THE RIGHTS OF OTHERS TO ANY
INTELLECTUAL PROPERTY AND, TO THE BEST KNOWLEDGE OF SUCH GRANTOR, SUCH GRANTOR
IS NOT NOW INFRINGING OR IN CONFLICT WITH ANY SUCH RIGHTS OF OTHERS IN ANY
MATERIAL RESPECT, AND TO THE BEST KNOWLEDGE OF SUCH GRANTOR, NO OTHER PERSON IS
NOW INFRINGING OR IN CONFLICT IN ANY MATERIAL RESPECT WITH ANY SUCH PROPERTIES,
ASSETS AND RIGHTS OWNED OR USED BY SUCH GRANTOR.
SUCH GRANTOR HAS NOT RECEIVED
ANY NOTICE THAT IT IS VIOLATING OR HAS VIOLATED THE TRADEMARKS, PATENTS,
COPYRIGHTS, INVENTIONS, TRADE SECRETS, PROPRIETARY INFORMATION AND TECHNOLOGY,
KNOW-HOW, FORMULAE, RIGHTS OF PUBLICITY OR OTHER INTELLECTUAL PROPERTY RIGHTS OF
ANY THIRD PARTY.
(G)
SUCH GRANTOR IS AND WILL BE AT ALL TIMES THE
OWNER OF, OR OTHERWISE HAS AND WILL HAVE ADEQUATE RIGHTS IN, THE COLLATERAL FREE
AND CLEAR OF ANY LIENS, EXCEPT FOR PERMITTED LIENS ON ANY COLLATERAL.
NO
EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR