issued to the Grantor and (B) in the case of a financing
statement filed as a fixture filing, a sufficient description of the real
property to which such Article 9 Collateral relates.
The Grantor agrees to
provide such information, other than real property descriptions, to the
Collateral Agent promptly upon request.
Notwithstanding the foregoing, it is
understood that the Grantor shall have no obligation to provide a real property
description for central fixture filings or local fixture filings.
The Grantor also ratifies its authorization for the Collateral Agent to file in
any relevant jurisdiction any initial financing statements or amendments thereto
if filed prior to the date hereof.
(C) THE SECURITY INTEREST IS GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE
COLLATERAL AGENT OR THE SECURED PARTY TO, OR IN ANY WAY ALTER OR MODIFY, ANY
OBLIGATION OR LIABILITY OF THE GRANTOR WITH RESPECT TO OR ARISING OUT OF THE
ARTICLE 9 COLLATERAL.
SECTION 2.02. REPRESENTATIONS AND WARRANTIES.
THE GRANTOR REPRESENTS AND
WARRANTS TO THE COLLATERAL AGENT AND THE SECURED PARTY THAT:
(A) ON THE DATE HEREOF, THE GRANTOR HAS GOOD AND VALID RIGHTS IN AND TITLE TO
THE ARTICLE 9 COLLATERAL WITH RESPECT TO WHICH IT HAS PURPORTED TO GRANT A
SECURITY INTEREST HEREUNDER AND HAS FULL POWER AND AUTHORITY TO GRANT TO THE
COLLATERAL AGENT THE SECURITY INTEREST IN SUCH ARTICLE 9 COLLATERAL PURSUANT
HERETO AND TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT, WITHOUT THE CONSENT OR APPROVAL OF ANY OTHER PERSON
OTHER THAN ANY CONSENT OR APPROVAL THAT HAS BEEN OBTAINED.
(B) THE EFFECTIVE DATE LOAN PROCEEDS NOTE PERFECTION CERTIFICATE HAS BEEN DULY
PREPARED, COMPLETED AND EXECUTED AND THE INFORMATION SET FORTH THEREIN NECESSARY
TO ACHIEVE THE PERFECTION AND PRIORITY OF THE SECURITY INTERESTS
5
CONTEMPLATED HEREIN (INCLUDING (X) THE EXACT LEGAL NAME OF THE GRANTOR AND
(Y) THE JURISDICTION OF ORGANIZATION OF THE GRANTOR) IS CORRECT AND COMPLETE AS
OF THE EFFECTIVE DATE.
(C) UNIFORM COMMERCIAL CODE FINANCING STATEMENTS (INCLUDING FIXTURE FILINGS AND
TRANSMITTING UTILITY FILINGS, AS APPLICABLE) OR OTHER APPROPRIATE FILINGS,
RECORDINGS OR REGISTRATIONS CONTAINING A DESCRIPTION OF THE ARTICLE 9 COLLATERAL
HAVE BEEN PREPARED BY THE COLLATERAL AGENT BASED UPON THE INFORMATION PROVIDED
TO THE ADMINISTRATIVE AGENT IN THE EFFECTIVE DATE LOAN PROCEEDS NOTE PERFECTION
CERTIFICATE FOR FILING IN EACH GOVERNMENTAL, MUNICIPAL OR OTHER OFFICE SPECIFIED
IN THE EFFECTIVE DATE LOAN PROCEEDS NOTE PERFECTION CERTIFICATE (OR SPECIFIED BY
NOTICE FROM THE GRANTOR TO THE ADMINISTRATIVE AGENT AFTER THE EFFECTIVE DATE IN
THE CASE OF FILINGS, RECORDINGS OR REGISTRATIONS REQUIRED BY SECTIONS 5.03, 5.12
OR 5.13 OF THE CREDIT AGREEMENT).
SUCH FILINGS ARE ALL THE FILINGS, RECORDINGS
AND REGISTRATIONS THAT ARE NECESSARY AS OF THE EFFECTIVE DATE TO PUBLISH NOTICE
OF AND PROTECT THE VALIDITY OF AND TO ESTABLISH A LEGAL, VALID AND PERFECTED
SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGENT (FOR THE BENEFIT OF THE
SECURED PARTY) IN RESPECT OF ALL ARTICLE 9 COLLATERAL IN WHICH THE SECURITY
INTEREST MAY BE PERFECTED BY