AIRCRAFT OR ANY OTHER PROPERTY SUBJECT TO ANY
CERTIFICATE OF TITLE OR OTHER REGISTRATION STATUTE OF THE UNITED STATES, ANY
STATE OR OTHER JURISDICTION, EXCEPT FOR PERSONAL VEHICLES OWNED BY THE GRANTORS
AND USED BY EMPLOYEES OF THE GRANTORS IN THE ORDINARY COURSE OF BUSINESS WITH AN
AGGREGATE FAIR MARKET VALUE OF LESS THAN $100,000 (IN THE AGGREGATE FOR ALL
GRANTORS).
4.7
INVESTMENT PROPERTY.
(A) EXCEPT AS SET
FORTH ON SCHEDULE 2, THE PLEDGED EQUITY PLEDGED BY EACH GRANTOR HEREUNDER
CONSTITUTES ALL THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF EACH ISSUER OWNED
BY SUCH GRANTOR OR, IN THE CASE OF ANY FOREIGN SUBSIDIARY, 65% OF ALL ISSUED AND
OUTSTANDING EQUITY INTERESTS OF SUCH FOREIGN SUBSIDIARY.
(B)
ALL OF THE PLEDGED EQUITY HAS BEEN DULY AND
VALIDLY ISSUED AND, TO THE EXTENT APPLICABLE, IS FULLY PAID AND NONASSESSABLE.
(C)
EACH OF THE PLEDGED NOTES CONSTITUTES THE
LEGAL, VALID AND BINDING OBLIGATION OF THE OBLIGOR WITH RESPECT THERETO,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS (SUBJECT TO THE EFFECTS OF BANKRUPTCY,
INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR
LAWS RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY), GENERAL EQUITABLE
PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN
IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
(D)
SCHEDULE 2 LISTS ALL INVESTMENT PROPERTY
OWNED BY EACH GRANTOR. EACH GRANTOR IS THE RECORD AND BENEFICIAL OWNER OF, AND
HAS GOOD AND MARKETABLE TITLE TO, THE INVESTMENT PROPERTY PLEDGED BY IT
HEREUNDER, FREE OF ANY AND ALL LIENS OR OPTIONS IN FAVOR OF, OR CLAIMS OF, ANY
OTHER PERSON, EXCEPT PERMITTED LIENS.
4.8
RECEIVABLES.
(A) NO MATERIAL AMOUNT PAYABLE
TO SUCH GRANTOR UNDER OR IN CONNECTION WITH ANY RECEIVABLE IS EVIDENCED BY ANY
INSTRUMENT OR CHATTEL PAPER WHICH HAS NOT BEEN DELIVERED TO THE SECURED PARTY.
(B)
THE AMOUNTS REPRESENTED BY SUCH GRANTOR TO
THE SECURED PARTY FROM TIME TO TIME AS OWING TO SUCH GRANTOR IN RESPECT OF THE
RECEIVABLES (TO THE EXTENT SUCH REPRESENTATIONS ARE
13
REQUIRED BY ANY OF THE ISDA DOCUMENTS) WILL AT ALL SUCH TIMES BE ACCURATE IN ALL
MATERIAL RESPECTS.
4.9
INTELLECTUAL PROPERTY.
(A) SCHEDULE 5 LISTS
ALL INTELLECTUAL PROPERTY OWNED BY SUCH GRANTOR IN ITS OWN NAME ON THE DATE
HEREOF.
(B)
ON THE DATE HEREOF, ALL MATERIAL
INTELLECTUAL PROPERTY OWNED BY ANY GRANTOR IS VALID, SUBSISTING, UNEXPIRED AND
ENFORCEABLE AND HAS NOT BEEN ABANDONED.
(C)
EXCEPT AS SET FORTH IN SCHEDULE 5, NONE OF
THE INTELLECTUAL PROPERTY MATERIAL TO A GRANTOR'S BUSINESS IS THE SUBJECT OF ANY
LICENSING OR FRANCHISE AGREEMENT PURSUANT TO WHICH SUCH GRANTOR IS THE LICENSOR
OR FRANCHISOR.
(D)
EACH GRANTOR OWNS AND POSSESSES OR HAS A
LICENSE OR OTHER RIGHT TO USE ALL INTELLECTUAL PROPERTY AS IS NECESSARY FOR THE
CONDUCT OF THE BUSINESSES OF SUCH GRANTOR, WITHOUT ANY INFRINGEMENT UPON RIGHTS
OF OTHERS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.10
DEPOSITARY AND OTHER ACCOUNTS.
ALL DEPOSITARY
AND OTHER ACCOUNTS MAINTAINED BY EACH GRANTOR ARE DESCRIBED ON SCHEDULE 6
HERETO, WHICH DESCRIPTION INCLUDES