RIGHTS TO CLOSE OUT ANY OPTION OR EXERCISING
ANY PUT OPTION RELATIVE TO ANY COLLATERAL, WHETHER OR NOT THE SECURED PARTY HAS
OR IS DEEMED TO HAVE KNOWLEDGE OF IT AND REGARDLESS OF ANY EXPIRATION OR
TERMINATION DATE.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1.
REPRESENTATIONS AND WARRANTIES.
THE GRANTOR REPRESENTS AND WARRANTS UNTO EACH LENDER PARTY AS SET FORTH IN THIS
ARTICLE.
SECTION 3.1.1.
LOCATION OF COLLATERAL, ETC.
THE
PLACE(S) OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF THE GRANTOR AND THE OFFICE(S)
WHERE THE GRANTOR KEEPS ITS RECORDS CONCERNING THE RECEIVABLES, ARE LOCATED AT
THE ADDRESSES AS SET FORTH IN ITEM A OF SCHEDULE I HERETO, AND AT SUCH OTHER
LOCATIONS AS ARE NOTIFIED TO THE SECURED PARTY PURSUANT TO CLAUSE (A) OF SECTION
4.1.2.
SECTION 3.1.2.
VALIDITY, ETC.
(A)
THIS SECURITY AGREEMENT IS EFFECTIVE TO
CREATE, AS COLLATERAL SECURITY FOR THE OBLIGATIONS OF THE GRANTOR, VALID AND
ENFORCEABLE LIENS ON THE COLLATERAL IN FAVOR OF THE SECURED PARTY, EXCEPT AS
ENFORCEABILITY MAY BE AFFECTED BY BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING
CREDITOR'S RIGHTS GENERALLY, GENERAL EQUITABLE PRINCIPLES (WHETHER CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD FAITH AND FAIR
DEALING.
(B)
EXCEPT WITH REGARD TO LIENS (IF ANY) ON
SPECIFIED ASSETS, UPON THE COMPLETION OF THE FILINGS (WITH RESPECT TO COLLATERAL
EXISTING ON THE EFFECTIVE DATE) AND SUBSEQUENT FILINGS (WITH RESPECT TO
COLLATERAL ACQUIRED FOLLOWING THE EFFECTIVE DATE FOR WHICH THE FILINGS ARE NOT
EFFECTIVE TO PERFECT THE LIEN ON SUCH AFTER-ACQUIRED COLLATERAL), THE LIENS
CREATED PURSUANT TO THIS SECURITY AGREEMENT WILL CONSTITUTE VALID LIENS ON AND
(TO THE EXTENT PROVIDED HEREIN) PERFECTED SECURITY INTERESTS IN THE COLLATERAL
IN FAVOR OF THE SECURED PARTY, AND WILL BE PRIOR TO ALL OTHER LIENS OF ALL OTHER
PERSONS, EXCEPT (I) TO THE EXTENT THAT THE RECORDING OF AN ASSIGNMENT OR OTHER
TRANSFER OF TITLE TO THE SECURED PARTY, OR THE RECORDING OF OTHER APPLICABLE
DOCUMENTS IN THE UNITED STATES PATENT AND TRADEMARK OFFICE OR UNITED STATES
COPYRIGHT OFFICE MAY BE NECESSARY FOR PERFECTION OR ENFORCEABILITY, AND (II) AS
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW) OR BY AN IMPLIED
COVENANT OF GOOD FAITH AND FAIR DEALING.
NOTWITHSTANDING THE FOREGOING, THE
REPRESENTATION SET FORTH ABOVE SHALL BE DEEMED TRUE AND CORRECT FOR ALL PURPOSES
SO LONG AS THE GRANTOR HAS
6
COMPLIED WITH ITS COVENANTS SET FORTH UNDER SECTION 4.1.1, CLAUSE (A) OF SECTION
4.1.2, AND SECTION 4.1.4 OF THIS SECURITY AGREEMENT, INCLUDING THE DELIVERY TO
THE SECURED PARTY OF EXECUTED FINANCING STATEMENTS FOR SUBSEQUENT FILINGS,
WHETHER OR NOT THE SECURED PARTY HAS CAUSED SUCH FINANCING STATEMENTS TO BE
FILED IN THE APPLICABLE FILING OFFICES.
TO THE EXTENT PERMITTED AT ANY TIME BY
THE U.C.C., THE GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE SECURED PARTY TO
SUPPLEMENT THIS