UNDER OR BREACH OF ANY
MATERIAL AGREEMENT, BOND, NOTE OR INDENTURE, IN EACH CASE TO WHICH IT IS A PARTY
(BY SUCCESSOR IN INTEREST OR OTHERWISE), OR BY WHICH IT IS BOUND OR ANY MATERIAL
PORTION OF ITS PROPERTIES OR ASSETS IS AFFECTED, OR, EXCEPT UNDER THE SECURITY
DOCUMENTATION, RESULT IN THE IMPOSITION OF ANY LIEN (OTHER THAN PERMITTED LIENS)
OF ANY NATURE WHATSOEVER UPON ANY OF THE PROPERTIES OR ASSETS OWNED BY OR USED
IN CONNECTION WITH THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES.
(I)
COLLATERAL.
FROM AND AFTER THE
EXECUTION AND DELIVERY OF THE SECURITY DOCUMENTATION AND THE FILING OF THE
DOCUMENTS THEREBY REQUIRED, ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED
PARTIES, SHALL HAVE A FIRST-PRIORITY PERFECTED SECURITY INTEREST IN AND TO ALL
OF THE COLLATERAL, FREE AND CLEAR OF ANY LIENS OTHER THAN THE PERMITTED LIENS,
AND ENTITLED TO PRIORITY UNDER APPLICABLE LAW, WITH NO FINANCING STATEMENTS,
HYPOTHECS, CHATTEL MORTGAGES, REAL ESTATE MORTGAGES OR SIMILAR FILINGS ON RECORD
ANYWHERE OTHER THAN SUCH FILINGS IN CONNECTION WITH THIS AGREEMENT, THE SECURITY
DOCUMENTATION OR THE PERMITTED LIENS.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY EACH CREDIT PARTY IN THE SECURITY DOCUMENTATION TO WHICH IT
IS A PARTY IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF EACH DATE MADE OR
DEEMED MADE.
(J)
PARTNERSHIPS, ETC.
EXCEPT AS SET FORTH
ON SCHEDULE 4.1(J), NO CREDIT PARTY IS A PARTNER (GENERAL OR LIMITED) OF ANY
PARTNERSHIP, IS A PARTY TO ANY JOINT VENTURE OR OWNS (BENEFICIALLY OR OF RECORD)
ANY EQUITY OR SIMILAR INTEREST IN ANY SIMILAR PERSON (INCLUDING, WITHOUT
LIMITATION, ANY INTEREST PURSUANT TO WHICH ANY CREDIT PARTY HAS OR MAY IN ANY
CIRCUMSTANCE HAVE AN OBLIGATION TO MAKE CAPITAL CONTRIBUTIONS TO, OR BE
GENERALLY LIABLE FOR OR ON ACCOUNT OF THE LIABILITIES, ACTS OR OMISSIONS OF SUCH
OTHER PERSON).
(K)
FISCAL YEAR.
EACH FISCAL YEAR OF EACH OF
THE CREDIT PARTIES ENDS ON DECEMBER 31 OF EACH CALENDAR YEAR.
(L)
[RESERVED].
(M)
CAPITALIZATION.
(I)
EACH CREDIT PARTY IS THE RECORD AND
BENEFICIAL OWNER OF ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE 4.1(M) AS BEING OWNED BY SUCH CREDIT
PARTY AND THERE ARE NO PROXIES, IRREVOCABLE OR OTHERWISE, WITH RESPECT TO SUCH
SHARES AND NO EQUITY SECURITIES OF ANY OF THE
45
SUBSIDIARIES ARE OR MAY BECOME REQUIRED TO BE ISSUED BY REASON OF ANY OPTIONS,
WARRANTS, RIGHTS TO SUBSCRIBE TO, CALLS OR COMMITMENTS OF ANY KIND OR NATURE AND
THERE ARE NO CONTRACTS, COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH ANY
SUBSIDIARY IS OR MAY BECOME BOUND TO ISSUE ADDITIONAL SHARES OF ITS CAPITAL
STOCK OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR SUCH SHARES.
(II)
AS OF THE CLOSING DATE, THE ISSUED AND
OUTSTANDING SHARES OF CAPITAL STOCK OF EACH CREDIT PARTY HAVE BEEN DULY
AUTHORIZED AND ARE FULLY PAID AND NON-ASSESSABLE, AND, EXCEPT WITH RESPECT TO
THE BORROWER, ARE FREE AND CLEAR OF ALL CLAIMS, LIENS, PLEDGES AND ENCUMBRANCES
OF ANY KIND, EXCEPT AS