of
any Grantor with respect to or arising out of the Collateral.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES AND COVENANT
Section 3.1
Generally
(a)
Representations and Warranties.
Each of the Grantors, jointly
with the other Grantors and severally, represents and warrants to the Collateral
Agent and the other Secured Parties that:
(I)
AS OF THE APPLICABLE DATE, (A) SUCH GRANTOR'S CHIEF EXECUTIVE
OFFICE OR ITS PRINCIPAL PLACE OF BUSINESS IS, AND FOR THE PRECEDING FOUR MONTHS
HAS BEEN, LOCATED AT THE OFFICE INDICATED ON SCHEDULE 3.1(A)(I), (B) SUCH
GRANTOR'S JURISDICTION OF ORGANIZATION IS THE JURISDICTION INDICATED ON
SCHEDULE 3.1(A)(I), AND (C) SUCH GRANTOR'S FEDERAL EMPLOYER IDENTIFICATION
NUMBER AND COMPANY ORGANIZATIONAL NUMBER IS AS SET FORTH ON SCHEDULE 3.1(A)(I).
(II)
AS OF THE APPLICABLE DATE, (A) SUCH GRANTOR'S FULL LEGAL NAME IS
AS SET FORTH ON SCHEDULE 3.1(A)(II) AND (B) SUCH GRANTOR HAS NOT CHANGED ITS
LEGAL NAME IN THE PRECEDING FIVE YEARS, EXCEPT AS SET FORTH ON
SCHEDULE 3.1(A)(II).
(III)
EXCEPT AS SET FORTH ON SCHEDULE 3.1(A)(III), SUCH GRANTOR HAS NOT
WITHIN THE FIVE YEARS PRECEDING THE APPLICABLE DATE BECOME BOUND (WHETHER AS A
RESULT OF MERGER OR OTHERWISE) AS DEBTOR UNDER A SECURITY AGREEMENT ENTERED INTO
BY ANOTHER PERSON, WHICH HAS NOT THERETOFORE BEEN TERMINATED.
17
(IV)
EXCEPT AS SET FORTH ON SCHEDULE 3.1(A)(IV), SUCH GRANTOR HAS GOOD
AND VALID RIGHTS IN, AND TITLE TO, THE COLLATERAL WITH RESPECT TO WHICH IT HAS
PURPORTED TO GRANT THE SECURITY INTEREST, EXCEPT FOR MINOR DEFECTS IN TITLE THAT
DO NOT INTERFERE WITH ITS ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED
OR TO UTILIZE SUCH COLLATERAL FOR ITS INTENDED PURPOSES, AND EXCEPT FOR LIENS
EXPRESSLY PERMITTED PURSUANT TO THE SECURED TRANSACTION DOCUMENTS.
(V)
ALL ACTIONS AND CONSENTS, INCLUDING ALL FILINGS, NOTICES,
REGISTRATIONS AND RECORDINGS, NECESSARY OR DESIRABLE TO CREATE, PERFECT OR
ENSURE THE FIRST PRIORITY (SUBJECT ONLY TO LIENS EXPRESSLY PERMITTED BY THE
SECURED TRANSACTION DOCUMENTS) OF THE SECURITY INTEREST IN THE COLLATERAL
OWNED
OR HELD BY IT OR ON ITS BEHALF OR FOR THE EXERCISE BY THE COLLATERAL AGENT OR
ANY OTHER SECURED PARTY OF ANY VOTING OR OTHER RIGHTS PROVIDED FOR IN THIS
GUARANTY AND SECURITY AGREEMENT OR THE EXERCISE OF ANY REMEDIES IN RESPECT OF
ANY SUCH COLLATERAL HAVE BEEN MADE OR OBTAINED OR WILL BE MADE AND OBTAINED
PROMPTLY FOLLOWING THE CLOSING, (A) EXCEPT FOR (1) THE FILING OF UCC FINANCING
STATEMENTS NAMING SUCH GRANTOR AS "DEBTOR" AND THE COLLATERAL AGENT AS "SECURED
PARTY", OR THE MAKING OF OTHER APPROPRIATE FILINGS, REGISTRATIONS OR RECORDINGS,
CONTAINING A DESCRIPTION OF SUCH COLLATERAL IN EACH APPLICABLE GOVERNMENTAL,
MUNICIPAL OR OTHER OFFICE SPECIFIED ON SCHEDULE 3.1(A)(V) AND (2) THE FILING,
REGISTRATION OR RECORDATION OF FULLY EXECUTED SECURITY AGREEMENTS IN THE FORM
HEREOF (OR IN SUCH OTHER FORM AS SHALL BE IN ALL RESPECTS SATISFACTORY TO THE
COLLATERAL AGENT) AND CONTAINING A DESCRIPTION OF ALL SUCH COLLATERAL CONSISTING
OF PATENTS, TRADEMARKS AND COPYRIGHTS, TOGETHER WITH ALL OTHER NECESSARY
DOCUMENTS, IN EACH APPLICABLE GOVERNMENTAL REGISTRY OR OFFICE, (B) EXCEPT FOR
ANY SUCH COLLATERAL