ANY OBLIGATIONS OR ANY SECURITY FOR OR
GUARANTY OF ANY OBLIGATIONS.
2.6
PAYMENTS. EACH GRANTOR HEREBY GUARANTIES THAT PAYMENTS HEREUNDER
WILL BE PAID TO THE ADMINISTRATIVE AGENT WITHOUT SET-OFF OR COUNTERCLAIM IN
DOLLARS AT THE OFFICE OF THE ADMINISTRATIVE AGENT SPECIFIED IN THE CREDIT
AGREEMENT.
SECTION 3
GRANT OF SECURITY INTEREST.
3.1
GRANT. EACH GRANTOR HEREBY ASSIGNS AND TRANSFERS TO THE
ADMINISTRATIVE AGENT, AND HEREBY GRANTS TO THE ADMINISTRATIVE AGENT, FOR THE
RATABLE BENEFIT OF THE LENDERS AND (TO THE EXTENT PROVIDED HEREIN) THEIR
AFFILIATES, A CONTINUING SECURITY INTEREST IN ALL OF ITS COLLATERAL, AS
COLLATERAL SECURITY FOR THE PROMPT AND COMPLETE PAYMENT AND PERFORMANCE WHEN DUE
(WHETHER AT THE STATED MATURITY, BY ACCELERATION OR OTHERWISE) OF THE
OBLIGATIONS.
3.2
RESERVED.
6
SECTION 4
REPRESENTATIONS AND WARRANTIES.
To induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Grantors thereunder, each Grantor jointly and severally hereby
represents and warrants to the Administrative Agent and each Lender that:
4.1
TITLE; NO OTHER LIENS. EXCEPT FOR PERMITTED LIENS, THE GRANTORS
OWN 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
FILINGS EVIDENCING PERMITTED LIENS AND FILINGS FOR WHICH TERMINATION STATEMENTS
HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT.
4.2
PERFECTED FIRST PRIORITY LIENS. THE SECURITY INTERESTS GRANTED
PURSUANT TO THIS AGREEMENT (A) UPON COMPLETION OF THE FILINGS AND OTHER ACTIONS
SPECIFIED ON SCHEDULE 2 WILL CONSTITUTE VALID PERFECTED SECURITY INTERESTS IN
ALL OF THE COLLATERAL IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE RATABLE
BENEFIT OF THE LENDERS, AS COLLATERAL SECURITY FOR THE OBLIGATIONS, ENFORCEABLE
IN ACCORDANCE WITH THE TERMS HEREOF AGAINST ALL CREDITORS OF EACH GRANTOR AND
ANY PERSONS PURPORTING TO PURCHASE ANY COLLATERAL FROM EACH GRANTOR AND (B) ARE
PRIOR TO ALL OTHER LIENS ON THE COLLATERAL IN EXISTENCE ON THE DATE HEREOF
EXCEPT FOR PERMITTED LIENS FOR WHICH PRIORITY IS ACCORDED UNDER APPLICABLE LAW.
THE FILINGS AND OTHER ACTIONS SPECIFIED ON SCHEDULE 2 CONSTITUTE ALL OF THE
FILINGS AND OTHER ACTIONS NECESSARY TO PERFECT ALL SECURITY INTERESTS GRANTED
HEREUNDER.
4.3
GRANTOR INFORMATION. ON THE DATE HEREOF, SCHEDULE 3 SETS FORTH
(A) EACH GRANTOR'S JURISDICTION OF ORGANIZATION, (B) THE LOCATION OF EACH
GRANTOR'S CHIEF EXECUTIVE OFFICE, (C) EACH GRANTOR'S EXACT LEGAL NAME AS IT
APPEARS ON ITS ORGANIZATIONAL DOCUMENTS AND (D) EACH GRANTOR'S ORGANIZATIONAL
IDENTIFICATION NUMBER (TO THE EXTENT A GRANTOR IS ORGANIZED IN A JURISDICTION
WHICH ASSIGNS SUCH NUMBERS) AND FEDERAL EMPLOYER IDENTIFICATION NUMBER.
4.4
COLLATERAL LOCATIONS. ON THE DATE HEREOF, SCHEDULE 4 SETS FORTH
(A) EACH PLACE OF BUSINESS OF EACH GRANTOR (INCLUDING ITS CHIEF EXECUTIVE
OFFICE), (B) ALL LOCATIONS WHERE ALL INVENTORY AND THE EQUIPMENT OWNED BY EACH
GRANTOR IS KEPT, EXCEPT WITH RESPECT TO INVENTORY AND EQUIPMENT WITH A FAIR
MARKET VALUE OF