(d)
all Deposit Accounts;
(e)
all Documents;
8
(f)
all Equipment;
(g)
all General Intangibles;
(h)
all Instruments;
(i)
all Intellectual Property;
(j)
all Inventory;
(k)
all Investment Property;
(l)
all Letter of Credit Rights;
(m)
all Pledged Securities;
(n)
all books and records pertaining to the Collateral;
(o)
to the extent not otherwise included, all Proceeds, Supporting
Obligations and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the
foregoing.
SECTION 4.
REPRESENTATIONS AND WARRANTIES
To induce the Agents and the Lenders to enter into the Credit Agreement and to
induce the Lenders and the other Secured Parties to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby represents
and warrants to the Administrative Agent and each Lender that:
4.1
REPRESENTATIONS IN CREDIT AGREEMENT.
IN THE CASE OF EACH GUARANTOR,
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 OF THE CREDIT
AGREEMENT AS THEY RELATE TO SUCH GUARANTOR OR TO THE LOAN DOCUMENTS TO WHICH
SUCH GUARANTOR IS A PARTY, EACH OF WHICH IS HEREBY INCORPORATED HEREIN BY
REFERENCE, ARE TRUE AND CORRECT, AND EACH AGENT AND EACH LENDER SHALL BE
ENTITLED TO RELY ON EACH OF THEM AS IF THEY WERE FULLY SET FORTH HEREIN;
PROVIDED THAT EACH REFERENCE IN EACH SUCH REPRESENTATION AND WARRANTY TO THE
BORROWER'S KNOWLEDGE SHALL, FOR THE PURPOSES OF THIS SECTION 4.1, BE DEEMED TO
BE A REFERENCE TO SUCH GUARANTOR'S KNOWLEDGE.
4.2
TITLE; NO OTHER LIENS.
EXCEPT FOR THE SECURITY INTEREST GRANTED TO
THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT TO THIS
AGREEMENT AND THE OTHER LIENS PERMITTED TO EXIST ON THE COLLATERAL BY THE CREDIT
AGREEMENT, SUCH GRANTOR OWNS EACH ITEM OF THE COLLATERAL FREE AND CLEAR OF ANY
AND ALL LIENS OR CLAIMS OF OTHERS.
NO FINANCING STATEMENT OR OTHER PUBLIC
NOTICE WITH RESPECT TO ALL OR ANY PART OF THE COLLATERAL IS ON FILE OR OF RECORD
IN ANY PUBLIC OFFICE, EXCEPT (A) SUCH AS HAVE BEEN FILED IN FAVOR OF THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS
AGREEMENT, (B) AS ARE PERMITTED BY THE CREDIT AGREEMENT, (C) AS FILED IN FAVOR
OF THE ADMINISTRATIVE AGENT PURSUANT TO THE EXISTING CREDIT AGREEMENT FOR THE
RATABLE BENEFIT OF THE LENDERS (AND CERTAIN OF THEIR AFFILIATES) THEREUNDER (AND
ARRANGEMENTS FOR THE RELEASE OF WHICH HAVE BEEN MADE TO THE SATISFACTION OF THE
ADMINISTRATIVE AGENT), OR (D) AS PREVIOUSLY IDENTIFIED IN WRITING TO THE
ADMINISTRATIVE
9
AGENT, ARRANGEMENTS FOR THE RELEASE OF WHICH SATISFACTORY TO THE ADMINISTRATIVE
AGENT HAVE BEEN MADE.
4.3
PERFECTED FIRST PRIORITY LIEN.
THE SECURITY INTERESTS GRANTED
PURSUANT TO THIS AGREEMENT (A) UPON COMPLETION OF THE FILINGS AND OTHER ACTIONS
SPECIFIED ON SCHEDULE 3 (WHICH, IN THE CASE OF ALL FILINGS AND OTHER DOCUMENTS
REFERRED TO ON SAID SCHEDULE, HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT IN
COMPLETED AND (TO THE EXTENT REQUIRED) DULY EXECUTED FORM) WILL CONSTITUTE