EXHIBIT B HERETO (AS AMENDED,
MODIFIED, SUPPLEMENTED, REPLACED OR RESTATED, THE "INTERCREDITOR AGREEMENT").
ARTICLE II
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS.
IN ADDITION TO
AND NOT IN LIMITATION OF THE REPRESENTATIONS AND WARRANTIES OF ANY ASSIGNOR SET
FORTH IN ANY OTHER DEBT DOCUMENT TO WHICH SUCH ASSIGNOR IS A PARTY, EACH
ASSIGNOR REPRESENTS, WARRANTS AND COVENANTS TO THE COLLATERAL AGENT, WHICH
REPRESENTATIONS, WARRANTIES AND COVENANTS SHALL SURVIVE EXECUTION AND DELIVERY
OF THIS AGREEMENT, AS FOLLOWS:
(A)
INCORPORATION OF CREDIT AGREEMENT REPRESENTATIONS.
THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI OF THE CREDIT AGREEMENT
AS THEY RELATE TO SUCH ASSIGNOR OR TO THE LOAN DOCUMENTS TO WHICH SUCH ASSIGNOR
IS PARTY, EACH OF WHICH REPRESENTATIONS IS INCORPORATED HEREIN BY REFERENCE, ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND THE COLLATERAL AGENT SHALL BE
ENTITLED TO RELY ON SUCH REPRESENTATIONS AND WARRANTIES AS IF FULLY SET FORTH
HEREIN.
(B)
TITLE TO DEBT AND NOTES.
SUCH ASSIGNOR IS THE DIRECT AND SOLE
LEGAL AND EQUITABLE OWNER OF ANY AND ALL PLEDGED DEBT AND PLEDGED INTERCOMPANY
NOTES INDICATED ON SCHEDULE B AS BEING OWNED BY IT.
SUCH ASSIGNOR HAS THE
AUTHORITY TO PLEDGE AND DELIVER SUCH PLEDGED DEBT TO THE COLLATERAL AGENT
PURSUANT HERETO.
(C)
TITLE TO PLEDGED STOCK.
SUCH ASSIGNOR IS THE RECORD AND
BENEFICIAL OWNER OF EACH SHARE OF THE PLEDGED STOCK INDICATED ON SCHEDULE C AS
BEING OWNED BY IT.
ALL OF SUCH SHARES OF THE PLEDGED STOCK ARE DULY AUTHORIZED,
VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE (OR, WITH RESPECT TO FOREIGN
ENTITIES, TO THE EXTENT SUCH CONCEPTS ARE APPLICABLE UNDER THE LAWS UNDER WHICH
SUCH ENTITIES ARE ORGANIZED).
SUCH ASSIGNOR HAS ALL REQUISITE RIGHTS, POWER,
AND AUTHORITY TO PLEDGE AND DELIVER SUCH PLEDGED STOCK TO THE COLLATERAL AGENT
PURSUANT HERETO (OR, WITH RESPECT TO THE SHARES OF CAPITAL STOCK OF ANY FOREIGN
ENTITIES THAT ARE NOT CERTIFICATED, TO EXECUTE, DELIVER, RECORD AND REGISTER ANY
AND ALL PLEDGES OR CHARGES ON SUCH SHARES WHICH ARE NECESSARY OR ADVISABLE TO
CREATE A FIRST PRIORITY PERFECTED SECURITY INTEREST (SUBJECT TO CLAUSES (I) AND
(VI) OF THE
5
DEFINITION OF "CUSTOMARY PERMITTED LIENS" IN THE CREDIT AGREEMENT) IN SUCH
SHARES).
EACH ASSIGNOR INDICATED ON SCHEDULE C AS OWNING SHARES IN A FOREIGN
ENTITY HAS EXECUTED AND DELIVERED AND WILL PROMPTLY FOLLOWING THE DATE HEREOF
RECORD AND REGISTER, ANY AND ALL PLEDGES, CHARGES AND OTHER INSTRUMENTS
NECESSARY TO CREATE VALID, CONTINUING, PERFECTED LIENS (OR THE EQUIVALENT RIGHTS
UNDER THE APPLICABLE LAWS OF THE RELEVANT FOREIGN JURISDICTIONS) ON SUCH PLEDGED
STOCK (SUBJECT TO CLAUSES (I) AND (VI) OF THE DEFINITION OF "CUSTOMARY PERMITTED
LIENS" IN THE CREDIT AGREEMENT) IN FAVOR OF THE COLLATERAL AGENT, FOR THE
BENEFIT OF THE COLLATERAL AGENT AND THE SECURED PARTIES.
(D)
NECESSARY FILINGS.
SUBJECT TO THE LIMITATIONS DESCRIBED IN
SECTION 6.21(A) OF THE CREDIT AGREEMENT, ALL DOCUMENTS AND INSTRUMENTS FOR ALL
FILINGS, REGISTRATIONS AND RECORDINGS NECESSARY OR APPROPRIATE TO CREATE,
PRESERVE, PROTECT AND PERFECT THE SECURITY INTERESTS GRANTED BY THE ASSIGNORS TO
THE