OF OR IN
CONNECTION WITH THE GUARANTY, AND
(B)
WITH RESPECT TO EACH AFFILIATE GRANTOR AND ADDITIONAL GRANTOR, ALL
OBLIGATIONS AND LIABILITIES OF EVERY NATURE OF SUCH AFFILIATE GRANTOR NOW OR
HEREAFTER EXISTING UNDER OR ARISING OUT OF OR IN CONNECTION WITH THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS, IN EACH CASE TOGETHER WITH ALL
EXTENSIONS OR RENEWALS THEREOF, WHETHER FOR PRINCIPAL, INTEREST, REIMBURSEMENT
OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT, FEES, EXPENSES, INDEMNITIES OR
OTHERWISE, WHETHER VOLUNTARY OR INVOLUNTARY, DIRECT OR INDIRECT, ABSOLUTE OR
CONTINGENT, LIQUIDATED OR UNLIQUIDATED, WHETHER OR NOT JOINTLY OWED WITH OTHERS,
AND WHETHER OR NOT FROM TIME TO TIME DECREASED OR EXTINGUISHED AND LATER
INCREASED, CREATED OR INCURRED, AND ALL OR ANY PORTION OF SUCH OBLIGATIONS OR
LIABILITIES THAT ARE PAID, TO THE EXTENT ALL OR ANY PART OF SUCH PAYMENT IS
AVOIDED OR RECOVERED DIRECTLY OR INDIRECTLY FROM SECURED PARTY OR ANY LENDER AS
A PREFERENCE, FRAUDULENT TRANSFER OR OTHERWISE, AND ALL OBLIGATIONS OF EVERY
NATURE OF GRANTORS NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, INTEREST AND OTHER AMOUNTS THAT, BUT FOR THE FILING OF A
PETITION IN BANKRUPTCY WITH RESPECT TO COMPANY OR ANY OTHER GRANTOR, WOULD
ACCRUE ON SUCH OBLIGATIONS, WHETHER OR NOT A CLAIM IS ALLOWED AGAINST COMPANY OR
SUCH GRANTOR FOR SUCH AMOUNTS IN THE RELATED BANKRUPTCY PROCEEDING).
SECTION 3.
Representations and Warranties.
Each Grantor represents and warrants as follows:
(A)
JURISDICTION OF ORGANIZATION. EACH GRANTOR'S NAME AS IT APPEARS IN
OFFICIAL FILINGS IN THE STATE OF ITS ORGANIZATION; SUCH GRANTOR'S TYPE OF
ORGANIZATION (I.E. CORPORATION, LIMITED PARTNERSHIP, ETC.), JURISDICTION OF
ORGANIZATION AND ORGANIZATION NUMBER PROVIDED BY THE APPLICABLE GOVERNMENT
AUTHORITY OF THE JURISDICTION OF ORGANIZATION ARE SET FORTH ON SCHEDULE 1
ANNEXED HERETO.
(B)
NAMES. NO GRANTOR (OR PREDECESSOR BY MERGER OR OTHERWISE OF SUCH
GRANTOR) HAS, WITHIN THE FOUR MONTH PERIOD PRECEDING THE DATE HEREOF, OR, IN THE
CASE OF AN ADDITIONAL GRANTOR, THE DATE OF THE APPLICABLE COUNTERPART, HAD A
DIFFERENT NAME FROM THE NAME OF SUCH GRANTOR LISTED OR THE SIGNATURE
PAGES HEREOF.
2
(C)
DUE AUTHORIZATION, ETC. EACH GRANTOR IS DULY FORMED, VALIDLY EXISTING
AND IN GOOD STANDING AND SUBSISTING UNDER THE LAW OF ITS JURISDICTION OF
ORGANIZATION AND HAS FULL ENTITY POWER AND AUTHORITY TO EXECUTE, DELIVER AND
PERFORM THIS AGREEMENT. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ENTITY ACTION. THIS
AGREEMENT CONSTITUTES A LEGALLY VALID AND BINDING OBLIGATION OF EACH GRANTOR,
ENFORCEABLE AGAINST SUCH GRANTOR IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEMENT HEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY OR BY GENERAL EQUITABLE PRINCIPLES.
(D)
NO CONFLICT. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
BY EACH GRANTOR WILL NOT VIOLATE THE ORGANIZATIONAL DOCUMENTS OF SUCH GRANTOR,
ANY PROVISION OF LAW APPLICABLE TO SUCH GRANTOR OR ANY ORDER, JUDGMENT OR DECREE
OF ANY COURT OR OTHER GOVERNMENTAL AGENCY BINDING ON SUCH GRANTOR.
(E)
SECURITY INTERESTS. THE