SET FORTH THEREIN, AND SHALL PERFORM
ALL OF ITS DUTIES AND OBLIGATIONS UNDER SUCH CONTRACTS AND AGREEMENTS TO THE
SAME EXTENT AS IF THIS SECURITY AGREEMENT HAD NOT BEEN EXECUTED;
(B)
THE EXERCISE BY AGENT OF ANY OF ITS RIGHTS HEREUNDER SHALL NOT
RELEASE GRANTOR FROM ANY OF ITS DUTIES OR OBLIGATIONS UNDER ANY SUCH CONTRACTS
OR AGREEMENTS INCLUDED IN THE COLLATERAL; AND
(C)
NEITHER AGENT NOR ANY OTHER LENDER PARTY SHALL HAVE ANY OBLIGATION
OR LIABILITY UNDER ANY SUCH CONTRACTS OR AGREEMENTS INCLUDED IN THE COLLATERAL
BY REASON OF THIS SECURITY AGREEMENT, NOR SHALL AGENT OR ANY OTHER LENDER PARTY
BE OBLIGATED TO PERFORM ANY OF THE OBLIGATIONS OR DUTIES OF GRANTOR THEREUNDER
OR TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED
HEREUNDER.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1.
REPRESENTATIONS AND WARRANTIES.
GRANTOR HEREBY REPRESENTS AND
WARRANTS UNTO EACH LENDER PARTY AS SET FORTH IN THIS ARTICLE.
SECTION 3.1.1.
LOCATION OF COLLATERAL, ETC.
ALL OF THE LOCK BOXES OF GRANTOR
ARE LOCATED AT THE PLACES SPECIFIED IN ITEM B OF SCHEDULE I HERETO.
THE
PLACE(S) OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF GRANTOR AND THE OFFICE(S)
WHERE GRANTOR KEEPS ITS RECORDS CONCERNING THE RECEIVABLES, ARE LOCATED AT THE
ADDRESSES SPECIFIED IN ITEM C OF SCHEDULE I HERETO.
EXCEPT AS SET FORTH ON ITEM
D OF SCHEDULE I HERETO, GRANTOR HAS NO TRADE NAMES.
GRANTOR HAS NOT BEEN KNOWN
BY ANY LEGAL NAME DIFFERENT FROM THE ONE SET FORTH ON THE SIGNATURE PAGE
HERETO.
EXCEPT AS PREVIOUSLY DISCLOSED TO AGENT IN WRITING, GRANTOR HAS NOT
BEEN THE SUBJECT OF ANY MERGER OR OTHER CORPORATE REORGANIZATION.
GRANTOR IS
NOT A PARTY TO ANY FEDERAL, STATE OR LOCAL GOVERNMENT CONTRACT.
SECTION 3.1.2.
OWNERSHIP, NO LIENS, ETC.
GRANTOR HAS GOOD AND MARKETABLE TITLE
TO THE COLLATERAL AND GRANTOR IS THE LEGAL AND BENEFICIAL OWNER OF THE
COLLATERAL AND OWNS THE COLLATERAL FREE AND CLEAR OF ANY LIEN, SECURITY
INTEREST, CHARGE OR ENCUMBRANCE EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS
SECURITY AGREEMENT AND EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT.
NO
EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR IN EFFECT COVERING ALL
OR ANY PART OF THE COLLATERAL IS ON FILE IN ANY RECORDING OFFICE, EXCEPT SUCH AS
MAY HAVE BEEN FILED IN FAVOR OF AGENT RELATING TO THIS SECURITY AGREEMENT, AND
EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT.
SECTION 3.1.3.
INTENTIONALLY OMITTED.
SECTION 3.1.4.
INTENTIONALLY OMITTED.
SECTION 3.1.5.
VALIDITY, ETC.
THIS SECURITY AGREEMENT CREATES A VALID SECURITY
INTEREST IN THE COLLATERAL, SECURING THE PAYMENT OF THE SECURED INDEBTEDNESS,
WHICH SECURITY INTEREST IS A FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL
EXCEPT TO THE EXTENT
5
previously disclosed to Agent in writing, and all filings and other actions
necessary or desirable to perfect and protect such security interest will be
duly made or taken.
SECTION 3.1.6.
AUTHORIZATION, APPROVAL, ETC.
NO AUTHORIZATION, APPROVAL OR
OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
REGULATORY BODY IS REQUIRED EITHER:
(A)
FOR THE GRANT