DELIVER TO THE COLLATERAL AGENT FROM TIME TO
TIME UPON REASONABLE REQUEST BY THE COLLATERAL AGENT SUCH LISTS, SCHEDULES,
DESCRIPTIONS AND DESIGNATIONS OF THE PLEDGED COLLATERAL, COPIES OF WAREHOUSE
RECEIPTS, RECEIPTS IN THE NATURE OF WAREHOUSE RECEIPTS, BILLS OF LADING,
DOCUMENTS OF TITLE, VOUCHERS, INVOICES, SCHEDULES, CONFIRMATORY ASSIGNMENTS,
SUPPLEMENTS, ADDITIONAL SECURITY AGREEMENTS, CONVEYANCES, FINANCING STATEMENTS,
TRANSFER ENDORSEMENTS, POWERS OF ATTORNEY, CERTIFICATES, REPORTS AND OTHER
ASSURANCES OR INSTRUMENTS AS THE COLLATERAL AGENT SHALL REASONABLY REQUEST.
IF
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE COLLATERAL AGENT MAY
INSTITUTE AND MAINTAIN, IN ITS OWN NAME OR IN THE NAME OF ANY PLEDGOR, SUCH
SUITS AND PROCEEDINGS AS THE COLLATERAL AGENT MAY BE ADVISED BY COUNSEL SHALL BE
NECESSARY OR EXPEDIENT TO PREVENT ANY IMPAIRMENT OF THE SECURITY INTEREST IN OR
THE PERFECTION THEREOF IN THE PLEDGED COLLATERAL.
ALL OF THE FOREGOING SHALL BE
AT THE SOLE COST AND EXPENSE OF THE PLEDGORS.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
Each Pledgor represents, warrants and covenants as follows:
SECTION 4.1.
TITLE.
EXCEPT FOR THE
SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT FOR THE RATABLE BENEFIT OF THE
SECURED PARTIES PURSUANT TO THIS AGREEMENT AND PERMITTED LIENS, SUCH PLEDGOR
OWNS AND HAS RIGHTS AND, AS TO PLEDGED COLLATERAL ACQUIRED BY IT FROM TIME TO
TIME AFTER THE DATE HEREOF, WILL OWN AND HAVE RIGHTS IN EACH ITEM OF PLEDGED
COLLATERAL PLEDGED BY IT HEREUNDER, FREE AND CLEAR OF ANY AND ALL LIENS OR
CLAIMS OF OTHERS.
IN ADDITION, NO LIENS OR CLAIMS EXIST ON THE SECURITIES
COLLATERAL, OTHER THAN AS PERMITTED BY SECTION 8.01 OF THE CREDIT AGREEMENT.
SECTION 4.2.
VALIDITY OF SECURITY
INTEREST.
THE SECURITY INTEREST IN AND LIEN ON THE PLEDGED COLLATERAL GRANTED
TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES HEREUNDER
CONSTITUTES (A) A LEGAL AND VALID SECURITY INTEREST IN ALL THE PLEDGED
COLLATERAL SECURING THE PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS, AND
(B) SUBJECT TO THE FILINGS AND OTHER
13
ACTIONS DESCRIBED IN SCHEDULE 7 TO THE PERFECTION CERTIFICATE (TO THE EXTENT
REQUIRED TO BE LISTED ON THE SCHEDULES TO THE PERFECTION CERTIFICATE AS OF THE
DATE THIS REPRESENTATION IS MADE OR DEEMED MADE), A PERFECTED SECURITY INTEREST
IN ALL THE PLEDGED COLLATERAL THAT CAN BE PERFECTED EITHER BY DELIVERY OF
CERTIFICATES OR INSTRUMENTS OR THE FILING OF UCC FINANCING STATEMENTS.
THE
SECURITY INTEREST AND LIEN GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF
THE SECURED PARTIES PURSUANT TO THIS AGREEMENT IN AND ON THE PLEDGED COLLATERAL
WILL AT ALL TIMES CONSTITUTE A PERFECTED (TO THE EXTENT PERFECTABLE BY THE
FILING OF UCC FINANCING STATEMENTS OR DELIVERY OF INSTRUMENTS OR CERTIFICATES),
CONTINUING SECURITY INTEREST THEREIN, PRIOR TO ALL OTHER LIENS ON THE PLEDGED
COLLATERAL EXCEPT FOR PERMITTED COLLATERAL LIENS.
SECTION 4.3.
DEFENSE OF CLAIMS;
TRANSFERABILITY OF PLEDGED COLLATERAL.
SUBJECT TO SECTION 7.08 AND 7.09 OF THE
CREDIT AGREEMENT, EACH PLEDGOR SHALL, AT ITS OWN COST AND EXPENSE, DEFEND TITLE
TO THE PLEDGED COLLATERAL PLEDGED BY IT HEREUNDER AND THE SECURITY INTEREST
THEREIN AND