THAT MIGHT PROHIBIT, IMPAIR, DELAY OR
OTHERWISE AFFECT THE PLEDGE OF SUCH PLEDGED COLLATERAL HEREUNDER, THE SALE OR
DISPOSITION THEREOF PURSUANT HERETO OR THE EXERCISE BY THE AGENT OF RIGHTS AND
REMEDIES HEREUNDER, AND (III) NO CONSENT, APPROVAL, AUTHORIZATION, OR OTHER
ACTION BY, AND NO GIVING OF NOTICE, FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
ANY OTHER PERSON IS REQUIRED FOR THE PLEDGE BY THE GRANTORS OF THE PLEDGED
COLLATERAL PURSUANT TO THIS SECURITY AGREEMENT OR FOR THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS SECURITY AGREEMENT BY THE GRANTORS, OR FOR THE EXERCISE
BY THE AGENT OF THE VOTING OR OTHER RIGHTS PROVIDED FOR IN THIS SECURITY
AGREEMENT OR FOR THE REMEDIES IN RESPECT OF THE PLEDGED COLLATERAL PURSUANT TO
THIS SECURITY AGREEMENT, EXCEPT AS MAY BE REQUIRED IN CONNECTION WITH SUCH
DISPOSITION BY LAWS AFFECTING THE OFFERING AND SALE OF SECURITIES GENERALLY.
(C)
EXCEPT AS SET FORTH ON EXHIBIT F, NONE OF THE PLEDGED COLLATERAL
WHICH REPRESENTS INDEBTEDNESS OWED TO A GRANTOR IS SUBORDINATED IN RIGHT OF
PAYMENT TO OTHER INDEBTEDNESS OR SUBJECT TO THE TERMS OF AN INDENTURE.
Section 3.13.
Commercial Tort Claims.
As of the date hereof, no
Grantor holds any Commercial Tort Claims having a value in excess of $1,000,000
for which such Grantor has filed a complaint in a court of competent
jurisdiction, except as indicated on Exhibit E hereto.
16
Section 3.14.
Perfection Certificate.
The Perfection Certificate has
been duly prepared, completed and executed and the information set forth therein
is correct and complete in all material respects as of the date thereof.
ARTICLE IV
COVENANTS
From the date hereof, and thereafter until this Security Agreement is
terminated, each Grantor agrees that:
Section 4.1.
General.
(A)
COLLATERAL RECORDS.
EACH GRANTOR WILL MAINTAIN COMPLETE AND
ACCURATE BOOKS AND RECORDS AS IS CONSISTENT WITH ITS PRACTICES AS OF THE DATE
HEREOF IN ALL MATERIAL RESPECTS WITH RESPECT TO THE COLLATERAL, AND FURNISH TO
THE AGENT SUCH REPORTS RELATING TO THE COLLATERAL AS THE AGENT SHALL FROM TIME
TO TIME REASONABLY REQUEST.
(B)
AUTHORIZATION TO FILE FINANCING STATEMENTS; RATIFICATION.
EACH
GRANTOR HEREBY AUTHORIZES THE AGENT TO FILE, AND IF REQUESTED WILL DELIVER TO
THE AGENT, ALL FINANCING STATEMENTS AND OTHER DOCUMENTS AND TAKE SUCH OTHER
ACTIONS AS MAY FROM TIME TO TIME BE REQUESTED BY THE AGENT IN ORDER TO MAINTAIN
A FIRST PRIORITY (SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT) PERFECTED
SECURITY INTEREST IN AND, IF APPLICABLE, CONTROL OF, THE COLLATERAL.
ANY
FINANCING STATEMENT FILED BY THE AGENT MAY BE FILED IN ANY FILING OFFICE IN ANY
APPLICABLE UNIFORM COMMERCIAL CODE JURISDICTION AND MAY (I) INDICATE THE
COLLATERAL (1) AS ALL ASSETS OF THE APPLICABLE GRANTOR OR WORDS OF SIMILAR
EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET COMPRISED IN THE COLLATERAL
FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF SUCH
JURISDICTION, OR (2) BY ANY OTHER DESCRIPTION WHICH REASONABLY APPROXIMATES THE
DESCRIPTION CONTAINED IN THIS SECURITY AGREEMENT, AND (II) CONTAIN ANY OTHER
INFORMATION REQUIRED BY PART 5 OF ARTICLE 9