THE VALIDITY, PERFECTION AND PRIORITY OF THE
SECURITY INTEREST OF THE COLLATERAL AGENT.
(B)
EACH GRANTOR CONSENTS TO THE GRANT BY EACH
OTHER GRANTOR OF A LIEN IN ALL INVESTMENT RELATED PROPERTY TO THE COLLATERAL
AGENT AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING CONSENTS TO THE
TRANSFER OF ANY PLEDGED PARTNERSHIP INTEREST AND ANY PLEDGED LLC INTEREST TO THE
COLLATERAL AGENT OR ITS DESIGNEE IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING AND TO THE SUBSTITUTION OF THE COLLATERAL AGENT OR ITS DESIGNEE AS A
PARTNER IN ANY PARTNERSHIP OR AS A MEMBER IN ANY LIMITED LIABILITY COMPANY WITH
ALL THE RIGHTS AND POWERS RELATED THERETO IF AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING.
4.5
Timing and Notice.
With respect to any
Collateral in existence on the Closing Date, each Grantor shall comply with the
requirements of Section 4 on the date hereof (unless otherwise specified in this
Agreement) and with respect to any Collateral hereafter owned or acquired
Grantor shall comply with such requirements within the time periods set forth in
Section 4 or, if no such time period is specified, at the time of delivery of
quarterly financial statements with respect to the Fiscal Quarter during which
such Collateral is created or acquired pursuant to Section 5.1(b) of the Credit
Agreement.
SECTION 5.
REPRESENTATIONS AND WARRANTIES.
Each Grantor hereby represents and warrants that:
5.1
Grantor Information & Status.
(A)
ON THE CLOSING DATE AND ON EACH CREDIT
DATE, SCHEDULE 5.1(A) & (B) (AS SUCH SCHEDULE MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME) SETS FORTH UNDER THE APPROPRIATE HEADINGS: (1) THE FULL LEGAL
NAME OF SUCH GRANTOR, (2) ALL TRADE NAMES OR OTHER NAMES UNDER WHICH SUCH
GRANTOR CURRENTLY CONDUCTS BUSINESS, (3) THE TYPE OF ORGANIZATION OF SUCH
GRANTOR, (4) THE JURISDICTION OF ORGANIZATION OF SUCH GRANTOR, (5) ITS
ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, AND (6) THE JURISDICTION WHERE THE
CHIEF EXECUTIVE OFFICE OR ITS SOLE PLACE OF BUSINESS IS, AND FOR THE ONE-YEAR
PERIOD PRECEDING THE DATE HEREOF HAS BEEN, LOCATED;
(B)
ON THE CLOSING DATE AND ON EACH CREDIT DATE,
EXCEPT AS PROVIDED ON SCHEDULE 5.1(C) (AS SUCH SCHEDULE MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME), IT HAS NOT CHANGED ITS NAME, JURISDICTION OF
ORGANIZATION, CHIEF EXECUTIVE OFFICE OR SOLE PLACE OF BUSINESS OR ITS CORPORATE
STRUCTURE IN ANY WAY (E.G., BY MERGER, CONSOLIDATION, CHANGE IN CORPORATE FORM
OR OTHERWISE) AND HAS NOT DONE BUSINESS UNDER ANY OTHER NAME, IN EACH CASE,
WITHIN THE LAST YEAR;
(C)
AT THE TIME OF DELIVERY OF QUARTERLY
FINANCIAL STATEMENTS PURSUANT TO SECTION 5.1(B) OF THE CREDIT AGREEMENT (AND IN
CONNECTION WITH A PERMITTED ACQUISITION WHERE THE ACQUISITION CONSIDERATION IS
IN EXCESS OF $5,000,000 FOR SUCH PERMITTED ACQUISITION), OTHER THAN IN
CONNECTION WITH PERMITTED LIENS, IT HAS NOT WITHIN THE LAST YEAR BECOME BOUND
(WHETHER AS
13
A RESULT OF MERGER OR OTHERWISE) AS DEBTOR UNDER A SECURITY AGREEMENT ENTERED
INTO BY ANOTHER PERSON (OTHER THAN ANOTHER GRANTOR), WHICH HAS NOT