COVENANTS
Each Pledgor represents, warrants and covenants as follows after giving effect
to the issuance of the Senior Secured Notes and the application of the proceeds
thereof:
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, AS TO COLLATERAL ACQUIRED
BY IT FROM TIME TO TIME AFTER THE DATE HEREOF, WILL OWN THE RIGHTS IN EACH ITEM
OF COLLATERAL PLEDGED BY IT HEREUNDER FREE AND CLEAR OF
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any and all Liens or claims of others other than Permitted Collateral Liens.
Such Pledgor has not filed, nor authorized any third party to file a financing
statement or other public notice with respect to all or any part of the
Collateral on file or of record in any public office, except such as have been
filed in favor of the Collateral Agent pursuant to this Agreement or as are
permitted by the Indenture or financing statements or public notices relating to
the termination statements listed on Schedule 8 to the Perfection Certificate.
No person other than the Collateral Agent has control or possession of all or
any part of the Collateral, except as permitted by the Indenture.
SECTION 4.2.
VALIDITY OF SECURITY INTEREST.
THE SECURITY INTEREST IN AND
LIEN ON THE 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 COLLATERAL SECURING THE PAYMENT AND PERFORMANCE OF THE SENIOR SECURED
OBLIGATIONS, AND (B) SUBJECT TO THE FILINGS AND OTHER ACTIONS DESCRIBED IN
SCHEDULE 6 ANNEXED TO THE PERFECTION CERTIFICATE, A PERFECTED SECURITY INTEREST
IN ALL THE COLLATERAL.
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 COLLATERAL WILL AT ALL TIMES CONSTITUTE A PERFECTED, CONTINUING SECURITY
INTEREST THEREIN, SUBJECT ONLY TO PERMITTED COLLATERAL LIENS AND SUBJECT TO THE
PROVISIONS OF SECTIONS 10.5, 10.6, 10.7 AND 11.4 OF THE INDENTURE.
SECTION 4.3.
DEFENSE OF CLAIMS; TRANSFERABILITY OF COLLATERAL.
EACH
PLEDGOR SHALL, AT ITS OWN COST AND EXPENSE, DEFEND TITLE TO THE COLLATERAL
PLEDGED BY IT HEREUNDER AND THE SECURITY INTEREST THEREIN AND LIEN THEREON
GRANTED TO THE COLLATERAL AGENT AND THE PRIORITY THEREOF AGAINST ALL CLAIMS AND
DEMANDS OF ALL PERSONS, AT ITS OWN COST AND EXPENSE, AT ANY TIME CLAIMING ANY
INTEREST THEREIN ADVERSE TO THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY
OTHER THAN PERMITTED COLLATERAL LIENS (OTHER THAN CONTESTED LIENS).
SECTION 4.4.
OTHER FINANCING STATEMENTS.
IT HAS NOT FILED, NOR
AUTHORIZED ANY THIRD PARTY TO FILE (NOR WILL THERE BE ANY) VALID OR EFFECTIVE
FINANCING STATEMENT (OR SIMILAR STATEMENT OR INSTRUMENT OF REGISTRATION UNDER
THE LAW OF ANY JURISDICTION) COVERING OR PURPORTING TO COVER ANY INTEREST OF ANY
KIND IN THE COLLATERAL OTHER THAN FINANCING STATEMENTS AND OTHER STATEMENTS AND
INSTRUMENTS RELATING TO PERMITTED COLLATERAL LIENS.
SO LONG AS ANY OF THE
SENIOR