COMMERCIAL
CODE AS IN EFFECT IN SUCH OTHER JURISDICTION FOR PURPOSES OF THE PROVISIONS OF
THIS AGREEMENT RELATING TO SUCH ATTACHMENT, PERFECTION, PRIORITY OR REMEDIES AND
FOR PURPOSES OF DEFINITIONS RELATED TO SUCH PROVISIONS; PROVIDED FURTHER, THAT
TO THE EXTENT THAT THE UCC IS USED TO DEFINE ANY TERM HEREIN AND
SUCH TERM IS DEFINED DIFFERENTLY IN DIFFERENT ARTICLES OR DIVISIONS OF THE UCC,
THE DEFINITION OF SUCH TERM CONTAINED IN ARTICLE OR DIVISION 9 SHALL GOVERN.
THE TERM "OBLIGATIONS" AS USED HEREIN SHALL MEAN AND INCLUDE ALL DEBTS,
LIABILITIES AND OBLIGATIONS OWING BY EACH ASSIGNOR TO ANY CREDITOR PARTY ARISING
UNDER, OUT OF, OR IN CONNECTION WITH: (I) THE PURCHASE AGREEMENT AND (II) THE
RELATED AGREEMENTS (THE PURCHASE AGREEMENT AND THE RELATED AGREEMENTS, AS EACH
MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME,
COLLECTIVELY, THE "DOCUMENTS"), AND IN CONNECTION WITH ANY DOCUMENTS,
INSTRUMENTS OR AGREEMENTS RELATING TO OR EXECUTED IN CONNECTION WITH THE
DOCUMENTS OR ANY DOCUMENTS, INSTRUMENTS OR AGREEMENTS REFERRED TO THEREIN OR
OTHERWISE, AND IN CONNECTION WITH ANY OTHER INDEBTEDNESS, OBLIGATIONS OR
LIABILITIES OF EACH SUCH ASSIGNOR TO ANY CREDITOR PARTY, WHETHER NOW EXISTING OR
HEREAFTER ARISING, DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, ABSOLUTE OR
CONTINGENT, DUE OR NOT DUE AND WHETHER UNDER, PURSUANT TO OR EVIDENCED BY A
NOTE, AGREEMENT, GUARANTY, INSTRUMENT OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, OBLIGATIONS AND LIABILITIES OF EACH ASSIGNOR FOR POST-PETITION
INTEREST, FEES, COSTS AND CHARGES THAT ACCRUE AFTER THE COMMENCEMENT OF ANY CASE
BY OR AGAINST SUCH ASSIGNOR UNDER ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
LIKE PROCEEDING (COLLECTIVELY, THE "DEBTOR RELIEF LAWS") IN EACH CASE,
IRRESPECTIVE OF THE GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY OF SUCH
OBLIGATIONS, OR OF ANY INSTRUMENT EVIDENCING ANY OF THE OBLIGATIONS OR OF ANY
COLLATERAL THEREFOR OR OF THE EXISTENCE OR EXTENT OF SUCH COLLATERAL, AND
IRRESPECTIVE OF THE ALLOWABILITY, ALLOWANCE OR DISALLOWANCE OF ANY OR ALL OF THE
OBLIGATIONS IN ANY CASE COMMENCED BY OR AGAINST ANY ASSIGNOR UNDER ANY DEBTOR
RELIEF LAW.
Each Assignor hereby jointly and severally represents, warrants and covenants to
Agent, for the benefit of the Creditor Parties, that:
it is a corporation, partnership or limited liability company, as the case may
be, validly existing, in good standing and formed under the respective laws of
its jurisdiction of formation set forth on Schedule A, and each Assignor will
provide the Agent thirty (30) days' prior written notice of any change in any of
its respective jurisdiction of formation;
its legal name is as set forth in its Certificate of Incorporation or other
organizational document (as applicable) as amended through the date hereof and
as set forth on Schedule A attached hereto, and it will provide the Agent thirty
(30) days' prior written notice of any change in its legal name;
its organizational identification number (if applicable) is as set forth on
Schedule A hereto, and it will provide the Agent thirty (30) days' prior written
notice of any change in its organizational identification number;
it is the lawful owner of