(THE "PROCEEDS INVESTMENT PROPERTY",
AND, TOGETHER WITH THE PLEDGED INVESTMENT PROPERTY, THE "INVESTMENT PROPERTY
COLLATERAL");
(VI)
ALL GENERAL INTANGIBLES (I) REPRESENTING ANY OWNERSHIP INTERESTS
IN THE SUBSIDIARIES OF THE PARENT NOW EXISTING OR HEREAFTER CREATED OR ACQUIRED
OR (II) RELATING TO ANY OF THE FOREGOING COLLATERAL DESCRIBED IN CLAUSES (I)
THROUGH (V) ABOVE; AND
(VII)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL PROCEEDS AND PRODUCTS OF
ANY AND ALL OF THE FOREGOING AND ALL COLLATERAL SECURITY AND SUPPORTING
OBLIGATIONS (AS NOW OR HEREAFTER DEFINED IN THE UCC) GIVEN BY ANY PERSON WITH
RESPECT TO ANY OF THE FOREGOING.
(b)
Notwithstanding clause (a) of this Section 2.1, the payment and
performance of the Obligations shall not be secured by any Hedging Agreement
between any Grantor and the Administrative Agent or any Lender or any Affiliate
of the Administrative Agent or any Lender.
(c)
Notwithstanding the foregoing grants, no obligation or property of
any kind due from, owed by, or belonging to, a Sanctioned Person shall be
Collateral.
SECTION 2.2.
GRANTORS REMAIN LIABLE.
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING: (A) EACH GRANTOR SHALL REMAIN LIABLE UNDER THE CONTRACTS AND
AGREEMENTS INCLUDED IN THE COLLATERAL TO THE EXTENT SET FORTH THEREIN TO PERFORM
ALL OF ITS DUTIES AND OBLIGATIONS THEREUNDER TO THE SAME EXTENT AS IF THIS
AGREEMENT HAD NOT BEEN EXECUTED, (B) THE EXERCISE BY THE ADMINISTRATIVE AGENT OF
ANY OF THE RIGHTS HEREUNDER SHALL NOT RELEASE ANY GRANTOR FROM ANY OF ITS DUTIES
OR OBLIGATIONS UNDER THE CONTRACTS AND AGREEMENTS INCLUDED IN THE COLLATERAL,
(C) NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION OR
LIABILITY UNDER THE CONTRACTS AND AGREEMENTS INCLUDED IN THE COLLATERAL BY
REASON OF THIS AGREEMENT, NOR SHALL THE ADMINISTRATIVE AGENT OR ANY LENDER BE
OBLIGATED TO PERFORM ANY OF THE OBLIGATIONS OR DUTIES OF ANY GRANTOR THEREUNDER
OR TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED
HEREUNDER, AND (D) NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE
ANY LIABILITY IN CONTRACT OR TORT FOR ANY GRANTOR'S ACTS OR OMISSIONS.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective Extensions of
Credit to the Borrower thereunder, each Grantor hereby represents and warrants
to the Administrative Agent and each Lender that:
SECTION 3.1.
EXISTENCE.
EACH GRANTOR IS DULY ORGANIZED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
FORMATION, HAS THE REQUISITE
5
POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS
BUSINESS AS NOW BEING AND HEREAFTER PROPOSED TO BE CONDUCTED AND IS DULY
QUALIFIED AND AUTHORIZED TO DO BUSINESS IN EACH JURISDICTION IN WHICH THE
CHARACTER OF ITS PROPERTIES OR THE NATURE OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION AND AUTHORIZATION OTHER THAN IN SUCH JURISDICTION WHERE FAILURE TO
SO QUALIFY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.2.
AUTHORIZATION OF