JUDGMENT OR AWARD BY ANY GOVERNMENTAL
AUTHORITY OR ARBITRATOR, THAT MAY ADVERSELY AFFECT THE GRANT BY SUCH GRANTOR, OR
THE PERFECTION, OF THE SECURITY INTEREST PURPORTED TO BE CREATED HEREBY IN THE
COLLATERAL, OR THE EXERCISE BY THE COLLATERAL AGENT OF ANY OF ITS RIGHTS OR
REMEDIES HEREUNDER.
(C)
ALL FEDERAL, STATE AND LOCAL TAX RETURNS AND OTHER REPORTS
REQUIRED BY APPLICABLE LAW TO BE FILED BY SUCH GRANTOR HAVE BEEN FILED, OR
EXTENSIONS HAVE BEEN OBTAINED, AND ALL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL
CHARGES IMPOSED UPON SUCH GRANTOR OR ANY PROPERTY OF SUCH GRANTOR (INCLUDING,
WITHOUT LIMITATION, ALL FEDERAL INCOME AND SOCIAL SECURITY TAXES ON EMPLOYEES'
WAGES) AND WHICH HAVE BECOME DUE AND PAYABLE ON OR PRIOR TO THE DATE HEREOF HAVE
BEEN PAID, EXCEPT TO THE EXTENT CONTESTED IN GOOD FAITH BY PROPER PROCEEDINGS
WHICH STAY THE IMPOSITION OF ANY PENALTY, FINE OR LIEN RESULTING FROM THE
NON-PAYMENT THEREOF AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET
ASIDE FOR THE PAYMENT THEREOF IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES CONSISTENTLY APPLIED ("GAAP").
(D)
ALL EQUIPMENT, FIXTURES, GOODS AND INVENTORY OF SUCH GRANTOR NOW
EXISTING ARE, AND ALL EQUIPMENT, FIXTURES, GOODS AND INVENTORY OF SUCH GRANTOR
HEREAFTER EXISTING WILL BE, LOCATED AND/OR BASED AT THE ADDRESSES SPECIFIED
THEREFOR IN SCHEDULE III HERETO, EXCEPT THAT SUCH GRANTOR WILL GIVE THE
COLLATERAL AGENT NOT LESS THAN 30 DAYS' PRIOR WRITTEN NOTICE OF ANY
CHANGE OF THE LOCATION OF ANY SUCH COLLATERAL, OTHER THAN TO LOCATIONS SET FORTH
ON SCHEDULE III AND WITH RESPECT TO WHICH THE COLLATERAL AGENT HAS FILED
FINANCING STATEMENTS AND OTHERWISE FULLY PERFECTED ITS LIENS THEREON.
SUCH
GRANTOR'S CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE, THE PLACE WHERE
SUCH GRANTOR KEEPS ITS RECORDS CONCERNING ACCOUNTS AND ALL ORIGINALS OF ALL
CHATTEL PAPER ARE LOCATED AT THE ADDRESSES SPECIFIED THEREFOR IN SCHEDULE III
HERETO.
NONE OF THE ACCOUNTS IS EVIDENCED BY PROMISSORY NOTES OR OTHER
INSTRUMENTS.
SET FORTH IN SCHEDULE IV HERETO IS A COMPLETE AND ACCURATE LIST,
AS OF THE DATE OF THIS AGREEMENT, OF (I) EACH PROMISSORY NOTE, SECURITY AND
OTHER INSTRUMENT OWNED BY EACH GRANTOR AND (II) EACH DEPOSIT ACCOUNT, SECURITIES
ACCOUNT AND COMMODITIES ACCOUNT OF EACH GRANTOR, TOGETHER WITH THE NAME AND
ADDRESS OF EACH INSTITUTION AT WHICH EACH SUCH ACCOUNT IS MAINTAINED, THE
ACCOUNT NUMBER FOR EACH SUCH ACCOUNT AND A DESCRIPTION OF THE PURPOSE OF EACH
SUCH ACCOUNT.
SET FORTH IN SCHEDULE II HERETO IS A COMPLETE AND CORRECT LIST OF
EACH TRADE NAME 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 DESCRIBED IN SCHEDULE II HERETO, INCLUDING ALL
SCHEDULES AND EXHIBITS THERETO, WHICH REPRESENTS ALL OF THE 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