OF THE PLEDGED NOTES HELD BY SUCH GRANTOR ON THE DATE HEREOF.
(D)
SCHEDULE 2 LISTS ALL INSTRUMENTS, LETTER-OF-CREDIT RIGHTS, CHATTEL PAPER
AND SECURITIES ACCOUNTS OF EACH GRANTOR THAT IS INCLUDED IN THE COLLATERAL ON
THE DATE HEREOF. ALL ACTION BY EACH GRANTOR NECESSARY OR DESIRABLE TO PROTECT
AND PERFECT THE LIEN OF THE COLLATERAL AGENT ON EACH ITEM SET FORTH ON SCHEDULE
2 (INCLUDING DELIVERY OF ORIGINALS THEREOF TO THE COLLATERAL AGENT AND THE
ACTIONS REFERRED TO IN SECTIONS 5.1 AND 5.3) HAS BEEN DULY TAKEN.
4.8
Intellectual Property.
(a)
Schedule 6 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 IS VALID,
SUBSISTING, UNEXPIRED AND ENFORCEABLE, HAS NOT BEEN ABANDONED AND DOES NOT
INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.
(C)
EXCEPT AS SET FORTH IN SCHEDULE 6, ON THE DATE HEREOF, NONE OF THE
INTELLECTUAL PROPERTY IS THE SUBJECT OF ANY LICENSING OR FRANCHISE AGREEMENT
PURSUANT TO WHICH SUCH GRANTOR IS THE LICENSOR OR FRANCHISOR. SCHEDULE 6 LISTS
ALL INTELLECTUAL PROPERTY, WHICH, ON THE DATE HEREOF, IS THE SUBJECT OF A
LICENSE AGREEMENT PURSUANT TO WHICH SUCH GRANTOR IS A LICENSEE THEREOF. EACH
SUCH LICENSE AGREEMENT IS VALID AND BINDING AND IN FULL FORCE AND EFFECT WITH
RESPECT TO SUCH GRANTOR AND SUCH GRANTOR HAS NOT RECEIVED ANY NOTICE OF
TERMINATION OR CANCELLATION OR RECEIVED ANY NOTICE OF A BREACH OR DEFAULT UNDER
SUCH AGREEMENT. TO THE EXTENT THAT SECTION 9-408 OF THE NEW YORK UCC IS
APPLICABLE THERETO OR SUCH AGREEMENT PERMITS THE ASSIGNMENT OF SUCH GRANTOR'S
RIGHTS THEREUNDER,
11
SUCH LICENSE AGREEMENT WILL NOT CEASE TO BE VALID AND BINDING AND IN FULL FORCE
AND EFFECT (OTHER THAN SUCH TERMS AS ARE DEEMED INEFFECTIVE PURSUANT TO
SECTION 9-408 OF THE NEW YORK UCC) WITH RESPECT TO SUCH GRANTOR ON TERMS
IDENTICAL TO THOSE CURRENTLY IN EFFECT AS A RESULT OF THE RIGHTS AND INTEREST
GRANTED HEREIN, NOR WILL THE GRANT OF SUCH RIGHTS AND INTEREST CONSTITUTE A
MATERIAL BREACH OR DEFAULT UNDER SUCH AGREEMENT OR OTHERWISE GIVE ANY PARTY
THERETO A RIGHT TO TERMINATE SUCH AGREEMENT.
(D)
NO HOLDING, DECISION OR JUDGMENT HAS BEEN RENDERED BY ANY GOVERNMENTAL
AUTHORITY WHICH WOULD LIMIT, CANCEL OR QUESTION THE VALIDITY OF, OR SUCH
GRANTOR'S RIGHTS IN, ANY INTELLECTUAL PROPERTY IN ANY MATERIAL RESPECT.
(E)
NO ACTION OR PROCEEDING IS PENDING, OR, TO THE KNOWLEDGE OF SUCH GRANTOR,
THREATENED, ON THE DATE HEREOF (I) SEEKING TO LIMIT, CANCEL OR QUESTION THE
VALIDITY OF ANY INTELLECTUAL PROPERTY OR SUCH GRANTOR'S OWNERSHIP INTEREST OR
RIGHTS THEREIN, OR (II) WHICH, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL
ADVERSE EFFECT ON THE VALUE OF ANY INTELLECTUAL PROPERTY.
4.9
Receivables.
None of the obligors on any Receivable is a Governmental
Authority.
4.10
Deposit Accounts and Securities Accounts.
All of the Deposit Accounts and
Securities Accounts maintained by such Grantor on the date hereof are listed on
Schedule 7 and Schedule 2, respectively.
4.11
Excluded Property.