by assignment or otherwise, liquidated or unliquidated,
regardless of how they arise (collectively, the "Secured Obligations").
SECTION 4. DEBTORS REMAIN LIABLE
Anything herein to the contrary notwithstanding: (a) each Debtor shall remain
liable under the contracts and agreements included in the Collateral to the
extent set forth therein to perform all of its duties and obligations thereunder
to the same extent as if this Agreement had not been executed; (b) the exercise
by Secured Party of any of the rights hereunder shall not release any Debtor
from any of its duties or obligations under the contracts and agreements
included in the Collateral; and (c) Secured Party shall not have any obligation
or liability under the contracts and agreements included in the Collateral by
reason of this Agreement, nor shall Secured Party be obligated to perform any of
the obligations or duties of any Debtor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.
SECTION 5. REPRESENTATIONS AND WARRANTIES
Debtor represents and warrants as follows:
5.1
BINDING OBLIGATION.
THIS AGREEMENT IS THE LEGALLY VALID AND
BINDING OBLIGATION OF DEBTOR, ENFORCEABLE AGAINST DEBTOR IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, OR SIMILAR LAWS OR EQUITABLE PRINCIPLES RELATING TO
OR LIMITING CREDITOR'S RIGHTS GENERALLY.
5.2
OWNERSHIP OF COLLATERAL.
EXCEPT FOR THE BANK FACILITY LIENS, EACH
DEBTOR OWNS THE COLLATERAL FREE AND CLEAR OF ANY LIEN, SECURITY INTEREST OR
ENCUMBRANCE.
EXCEPT FOR FINANCING STATEMENTS FILED IN ORDER TO PERFECT THE BANK
FACILITY LIENS, NO EFFECTIVE FINANCING STATEMENT OR OTHER FORM OF LIEN NOTICE
COVERING ALL OR ANY PART OF THE COLLATERAL IS ON FILE IN ANY RECORDING OFFICE.
5.3
OFFICE LOCATIONS; DEBTOR NAMES; STATE OF ORGANIZATION.
WITH
RESPECT TO EACH DEBTOR:
(A)
AT ALL TIMES SINCE MARCH 1, 2001, THE CHIEF PLACE OF BUSINESS, THE
CHIEF EXECUTIVE OFFICE AND THE OFFICE WHERE SUCH DEBTOR KEEPS ITS BOOKS AND
RECORDS ALL HAVE BEEN LOCATED AT THE PLACE SPECIFIED ON SCHEDULE 5.3(A) HERETO.
(B)
SUCH DEBTOR DOES NOT DO BUSINESS NOR, AS OF THE DATE HEREOF, HAS
IT DONE BUSINESS DURING THE PAST FIVE YEARS UNDER ANY CORPORATE NAME, TRADE NAME
OR FICTITIOUS BUSINESS
5
name except for such Debtor's legal name on the date hereof and except as
disclosed on Schedule 5.3(b) hereto.
(C)
SUCH DEBTOR WAS ORGANIZED AND REMAINS ORGANIZED SOLELY UNDER THE
LAWS OF THE STATE OF ORGANIZATION SPECIFIED ON SCHEDULE 5.3(C) HERETO.
DEBTOR'S
ORGANIZATIONAL IDENTIFICATION NUMBER IS AS SPECIFIED ON SCHEDULE 5.3(C) HERETO.
5.4
PERFECTION.
THIS AGREEMENT, TOGETHER WITH THE UCC FILINGS
REFERENCED HEREIN, CREATE TO SECURE THE SECURED OBLIGATIONS A VALID, PERFECTED
AND FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL AND ALL FILINGS AND OTHER
ACTIONS NECESSARY OR DESIRABLE TO PERFECT AND PROTECT SUCH SECURITY INTEREST
HAVE BEEN DULY TAKEN.
5.5
GOVERNMENTAL AUTHORIZATIONS; CONSENTS.
NO AUTHORIZATION, APPROVAL
OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY
OR REGULATORY BODY OR CONSENT OF ANY OTHER PERSON IS REQUIRED EITHER (A)