LETTER-OF-CREDIT RIGHTS AND SUPPORTING
OBLIGATIONS;
4
(XIV)
ALL DEPOSIT ACCOUNTS WITH ANY BANK OR OTHER FINANCIAL INSTITUTION;
(XV)
ALL COMMERCIAL TORT CLAIMS;
(XVI)
AND ALL ACCESSIONS TO, SUBSTITUTIONS FOR AND REPLACEMENTS, PROCEEDS
(INCLUDING STOCK RIGHTS), INSURANCE PROCEEDS AND PRODUCTS OF THE FOREGOING,
TOGETHER WITH ALL BOOKS AND RECORDS, CUSTOMER LISTS, CREDIT FILES, COMPUTER
FILES, PROGRAMS, PRINTOUTS AND OTHER COMPUTER MATERIALS AND RECORDS RELATED
THERETO AND ANY GENERAL INTANGIBLES AT ANY TIME EVIDENCING OR RELATING TO ANY OF
THE FOREGOING;
to secure the prompt and complete payment and performance of the Secured
Obligations.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Grantor represents and warrants to the Lender that:
3.1.
TITLE, PERFECTION AND PRIORITY.
THE GRANTOR HAS GOOD AND VALID
RIGHTS IN OR THE POWER TO TRANSFER THE COLLATERAL AND TITLE TO THE COLLATERAL
WITH RESPECT TO WHICH IT HAS PURPORTED TO GRANT A SECURITY INTEREST HEREUNDER,
FREE AND CLEAR OF ALL LIENS EXCEPT FOR LIENS PERMITTED UNDER SECTION 4.1(E), AND
HAS FULL POWER AND AUTHORITY TO GRANT TO THE LENDER THE SECURITY INTEREST IN
SUCH COLLATERAL PURSUANT HERETO.
WHEN FINANCING STATEMENTS HAVE BEEN FILED IN
THE APPROPRIATE OFFICES AGAINST THE GRANTOR IN THE LOCATIONS LISTED ON
EXHIBIT H, THE LENDER WILL HAVE A FULLY PERFECTED FIRST PRIORITY SECURITY
INTEREST IN THAT COLLATERAL IN WHICH A SECURITY INTEREST MAY BE PERFECTED BY
FILING, SUBJECT ONLY TO LIENS PERMITTED UNDER SECTION 4.1(E).
3.2.
TYPE AND JURISDICTION OF ORGANIZATION, ORGANIZATIONAL AND
IDENTIFICATION NUMBERS.
THE TYPE OF ENTITY OF THE GRANTOR, ITS STATE OF
ORGANIZATION, THE ORGANIZATIONAL NUMBER ISSUED TO IT BY ITS STATE OF
ORGANIZATION AND ITS FEDERAL EMPLOYER IDENTIFICATION NUMBER ARE SET FORTH ON
EXHIBIT A.
3.3.
PRINCIPAL LOCATION.
THE GRANTOR'S MAILING ADDRESS AND THE LOCATION
OF ITS PLACE OF BUSINESS (IF IT HAS ONLY ONE) OR ITS CHIEF EXECUTIVE OFFICE (IF
IT HAS MORE THAN ONE PLACE OF BUSINESS), ARE DISCLOSED IN EXHIBIT A; THE GRANTOR
HAS NO OTHER PLACES OF BUSINESS EXCEPT THOSE SET FORTH IN EXHIBIT A.
3.4.
COLLATERAL LOCATIONS.
ALL OF GRANTOR'S LOCATIONS WHERE COLLATERAL
IS LOCATED ARE LISTED ON EXHIBIT A.
ALL OF SAID LOCATIONS ARE EITHER (I) LEASED
BY THE GRANTOR AS LESSEE AND DESIGNATED IN PART VII(B) OF EXHIBIT A, OR
(II) LOCATIONS AT WHICH INVENTORY IS HELD IN A PUBLIC WAREHOUSE OR IS OTHERWISE
HELD BY A BAILEE OR ON CONSIGNMENT AS DESIGNATED IN PART VII(C) OF EXHIBIT A.
3.5.
DEPOSIT ACCOUNTS.
ALL OF THE GRANTOR'S DEPOSIT ACCOUNTS ARE LISTED
ON EXHIBIT B.
3.6.
EXACT NAMES.
THE GRANTOR'S NAME IN WHICH IT HAS EXECUTED THIS
SECURITY AGREEMENT IS THE EXACT NAME AS IT APPEARS IN THE GRANTOR'S
ORGANIZATIONAL DOCUMENTS, AS AMENDED, AS FILED WITH THE GRANTOR'S JURISDICTION
OF ORGANIZATION.
THE GRANTOR HAS NOT, DURING
5
THE PAST FIVE YEARS, BEEN KNOWN BY OR USED ANY OTHER CORPORATE OR FICTITIOUS
NAME, OR BEEN A PARTY TO ANY MERGER OR CONSOLIDATION, OR BEEN A PARTY TO ANY
ACQUISITION.
3.7.
LETTER-OF-CREDIT RIGHTS AND CHATTEL PAPER.
EXHIBIT C LISTS ALL
LETTER-OF-CREDIT RIGHTS AND CHATTEL PAPER OF THE GRANTOR.