in Section 3(b) below.
"Senior Indebtedness" shall have the meaning set forth in the Notes.
3.
SECURITY FOR OBLIGATIONS.
A.
THIS AGREEMENT SECURES, AND THE COLLATERAL IS COLLATERAL SECURITY
FOR, THE PROMPT PAYMENT OR PERFORMANCE IN FULL WHEN DUE, WHETHER AT STATED
MATURITY, BY REQUIRED PREPAYMENT, DECLARATION, ACCELERATION, CONVERSION, DEMAND
OR OTHERWISE (INCLUDING THE PAYMENT OF AMOUNTS THAT WOULD BECOME DUE BUT FOR THE
OPERATION OF THE AUTOMATIC STAY UNDER SECTION 363(A) OF THE BANKRUPTCY CODE, 11
U.S.C. §362(A)) OF ALL OBLIGATIONS AND LIABILITIES OF EVERY NATURE OF BORROWER
NOW OR HEREAFTER EXISTING UNDER OR ARISING OUT OF THE NOTES AND THIS AGREEMENT
AND ALL EXTENSIONS OR RENEWALS THEREOF, WHETHER FOR PRINCIPAL, INTEREST,
(INCLUDING, WITHOUT LIMITATION, INTEREST THAT, BUT FOR THE FILING OF A PETITION
IN BANKRUPTCY WITH RESPECT TO BORROWER, WOULD ACCRUE ON SUCH OBLIGATIONS), FEES,
EXPENSES, INDEMNITIES OR OTHERWISE, WHETHER VOLUNTARY OR INVOLUNTARY, DIRECT OR
INDIRECT, ABSOLUTE OR CONTINGENT, LIQUIDATED OR UNLIQUIDATED, WHETHER OR NOT
JOINTLY OWED WITH OTHERS, AND WHETHER OR NOT FROM TIME TO TIME DECREASED OR
EXTINGUISHED AND LATER INCREASED, CREATED OR INCURRED, AND ALL OR ANY PORTION OF
SUCH OBLIGATIONS OR LIABILITIES THAT ARE PAID, TO THE EXTENT ALL OR ANY PART OF
SUCH PAYMENT IS AVOIDED OR RECOVERED DIRECTLY OR INDIRECTLY FROM AGENT OR ANY
SECURED PARTY AS A PREFERENCE, FRAUDULENT TRANSFER OR OTHERWISE (ALL SUCH
OBLIGATIONS OF BORROWER BEING THE "OBLIGATIONS").
B.
AS SECURITY FOR THE PAYMENT OF THE OBLIGATIONS, THE BORROWER
HEREBY GRANTS TO THE AGENT, ITS SUCCESSORS AND ITS ASSIGNS, FOR THE PRO RATA
BENEFIT OF THE INVESTORS, THEIR SUCCESSORS AND THEIR ASSIGNS, A SECURITY
INTEREST IN THE COLLATERAL (THE "SECURITY INTEREST").
WITHOUT LIMITING THE
FOREGOING, THE AGENT IS HEREBY AUTHORIZED TO FILE ONE OR MORE FINANCING
STATEMENTS, CONTINUATION STATEMENTS OR OTHER DOCUMENTS FOR THE PURPOSE OF
PERFECTING, CONFIRMING, CONTINUING, ENFORCING OR PROTECTING THE SECURITY
INTEREST, NAMING THE BORROWER AS DEBTORS AND THE AGENT AS SECURED PARTY.
C.
THE BORROWER AGREES AT ALL TIMES TO KEEP IN ALL MATERIAL RESPECTS
ACCURATE AND COMPLETE ACCOUNTING RECORDS WITH RESPECT TO THE COLLATERAL,
INCLUDING, BUT NOT LIMITED TO, A RECORD OF ALL PAYMENTS AND PROCEEDS RECEIVED.
4.
REPRESENTATIONS AND WARRANTIES.
BORROWER REPRESENTS AND WARRANTS
AS FOLLOWS:
A.
FINANCING STATEMENTS.
EXCEPT FOR THE FINANCING STATEMENTS IN
FAVOR OF THE AGENT, AT THE TIME OF GRANTING THE SECURITY INTEREST DESCRIBED
HEREIN, NO FINANCING STATEMENT COVERING THE COLLATERAL OR ANY PORTION THEREOF
WILL BE ON FILE IN ANY PUBLIC
2
OFFICE, AND, EXCEPT FOR PERMITTED LIENS, BORROWER AGREES NOT TO EXECUTE OR
AUTHORIZE THE FILING OF ANY SUCH ADDITIONAL FINANCING STATEMENT IN FAVOR OF ANY
PERSON, ENTITY OR GOVERNMENTAL AGENCY (WHETHER FEDERAL, STATE OR LOCAL) OTHER
THAN AGENT AS LONG AS ANY PORTION OF THE OBLIGATIONS EVIDENCED BY THE NOTES
REMAIN UNPAID.
B.
NO OTHER LIENS.
EXCEPT AS SET FORTH ON SCHEDULE 4(B) HERETO, NO
EFFECTIVE SECURITY AGREEMENT, FINANCING STATEMENT, EQUIVALENT SECURITY OR LIEN
INSTRUMENT OR CONTINUATION STATEMENT COVERING ALL OR ANY PART OF THE COLLATERAL
IS ON FILE OR OF RECORD IN ANY PUBLIC