AGREEMENT; NO CONFLICT.
EACH GRANTOR HAS THE
RIGHT, POWER AND AUTHORITY AND HAS TAKEN ALL NECESSARY CORPORATE AND OTHER
ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF, THIS AGREEMENT.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE DULY AUTHORIZED
OFFICERS OF EACH GRANTOR AND THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF THE GRANTORS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR STATE OR FEDERAL DEBTOR RELIEF LAWS FROM
TIME TO TIME IN EFFECT WHICH AFFECT THE ENFORCEMENT OF CREDITORS' RIGHTS IN
GENERAL AND THE AVAILABILITY OF EQUITABLE REMEDIES.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE GRANTORS OF THIS AGREEMENT WILL NOT, BY THE PASSAGE OF TIME,
THE GIVING OF NOTICE OR OTHERWISE, VIOLATE ANY MATERIAL PROVISION OF ANY
APPLICABLE LAW OR MATERIAL CONTRACT AND WILL NOT RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN, OTHER THAN THE SECURITY INTERESTS, UPON OR WITH RESPECT
TO ANY PROPERTY OR REVENUES OF ANY GRANTOR.
SECTION 3.3.
CONSENTS.
NO APPROVAL, CONSENT, EXEMPTION, AUTHORIZATION OR OTHER
ACTION BY, OR NOTICE TO, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER
PERSON IS NECESSARY OR REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR
PERFORMANCE BY, OR ENFORCEMENT AGAINST ANY GRANTOR OR ANY ISSUER OF THIS
AGREEMENT, EXCEPT (I) AS MAY BE REQUIRED BY LAWS AFFECTING THE OFFERING AND SALE
OF SECURITIES GENERALLY AND (II) FILINGS UNDER THE UCC.
SECTION 3.4.
PERFECTED FIRST PRIORITY LIENS.
EACH FINANCING STATEMENT NAMING
ANY GRANTOR AS A DEBTOR IS IN APPROPRIATE FORM FOR FILING IN THE APPROPRIATE
FILING OFFICES OF THE STATES SPECIFIED ON SCHEDULE 3.6.
THE SECURITY INTERESTS
GRANTED PURSUANT TO THIS AGREEMENT (A) CONSTITUTE VALID PERFECTED SECURITY
INTERESTS IN ALL OF THE COLLATERAL IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE
RATABLE BENEFIT OF ITSELF AND THE LENDERS, AS COLLATERAL SECURITY FOR THE
OBLIGATIONS, ENFORCEABLE IN ACCORDANCE WITH THE TERMS HEREOF AGAINST ALL
CREDITORS OF SUCH GRANTOR AND ANY PERSONS PURPORTING TO PURCHASE ANY COLLATERAL
FROM SUCH GRANTOR AND (B) ARE PRIOR TO ALL OTHER LIENS ON THE COLLATERAL IN
EXISTENCE ON THE DATE HEREOF EXCEPT FOR PERMITTED LIENS.
SECTION 3.5.
TITLE, NO OTHER LIENS.
EXCEPT FOR THE SECURITY INTERESTS, EACH
GRANTOR OWNS EACH ITEM OF THE COLLATERAL FREE AND CLEAR OF ANY AND ALL LIENS OR
CLAIMS OTHER THAN PERMITTED LIENS.
EXCEPT FOR THE FINANCING STATEMENTS NAMING
CERTAIN OF THE GRANTORS AS "DEBTOR" AND FLEET NATIONAL BANK AS "SECURED PARTY"
FILED IN CONNECTION WITH THE EXISTING FACILITY RELATING TO SECURITY INTERESTS IN
FAVOR OF FLEET NATIONAL BANK WHICH WILL BE TERMINATED ON THE CLOSING DATE (WHICH
FINANCING STATEMENTS WILL BE TERMINATED WITHIN TEN (10) DAYS FOLLOWING THE
CLOSING DATE), NO FINANCING STATEMENT UNDER THE UCC OF ANY STATE WHICH NAMES A
GRANTOR AS DEBTOR OR OTHER PUBLIC NOTICE WITH RESPECT TO ALL OR ANY PART OF THE
COLLATERAL IS ON FILE OR OF RECORD IN ANY PUBLIC OFFICE, EXCEPT SUCH AS HAVE
BEEN FILED IN FAVOR OF THE ADMINISTRATIVE