TO THE
EXTENT THE INCLUSION IN THE COLLATERAL WOULD VIOLATE SUCH SECTION, UNLESS AND
UNTIL AN AMENDMENT TO ALLEGE USE OR A STATEMENT OF USE UNDER
12
SECTIONS 1(C) AND 1(D) OF SAID ACT HAS BEEN FILED (THE PROPERTY DESCRIBED IN
CLAUSES (I) THROUGH (IX), THE "EXCLUDED PROPERTY").
SECTION 4.02.
Representations and Warranties.
Each Grantor, jointly with the
other Grantors and severally, represents and warrants to the Agent and the
Secured Parties that:
(A)
EACH GRANTOR HAS GOOD AND VALID RIGHTS IN AND TITLE TO THE
ARTICLE 9 COLLATERAL WITH RESPECT TO WHICH IT HAS PURPORTED TO GRANT THE
SECURITY INTEREST AND HAS FULL POWER AND AUTHORITY TO GRANT TO THE AGENT THE
SECURITY INTEREST IN SUCH ARTICLE 9 COLLATERAL PURSUANT HERETO AND TO EXECUTE,
DELIVER AND PERFORM ITS OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, WITHOUT THE CONSENT OR APPROVAL OF ANY OTHER PERSON OTHER THAN ANY
CONSENT OR APPROVAL THAT HAS BEEN OBTAINED OR THE FAILURE OF WHICH TO HAVE BEEN
OBTAINED WOULD NOT IMPAIR THE SECURITY INTEREST OR RIGHTS AND REMEDIES OF THE
SECURED PARTIES IN ANY MATERIAL RESPECT.
(B)
THE PERFECTION CERTIFICATE HAS BEEN DULY PREPARED, COMPLETED AND
EXECUTED AND THE INFORMATION SET FORTH THEREIN, INCLUDING THE EXACT LEGAL NAME
OF EACH GRANTOR, IS CORRECT AND COMPLETE, IN ALL MATERIAL RESPECTS, AS OF THE
CLOSING DATE.
EXCEPT WITH RESPECT TO LIENS (IF ANY) ON SPECIFIED ASSETS, UPON
THE COMPLETION OF (I) THE FILING OF THE UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS (INCLUDING FIXTURE FILINGS, AS APPLICABLE) OR OTHER APPROPRIATE
FILINGS, RECORDINGS OR REGISTRATIONS CONTAINING A DESCRIPTION OF THE ARTICLE 9
COLLATERAL PREPARED BY THE AGENT BASED UPON THE INFORMATION PROVIDED TO THE
AGENT IN THE PERFECTION CERTIFICATE FOR FILING IN EACH GOVERNMENTAL, MUNICIPAL
OR OTHER OFFICE SPECIFIED IN SECTION 2 OF THE PERFECTION CERTIFICATE (OR
SPECIFIED BY NOTICE FROM THE BORROWER TO THE AGENT AFTER THE CLOSING DATE IN THE
CASE OF FILINGS, RECORDINGS OR REGISTRATIONS REQUIRED BY SECTION 5.03, 5.11 OR
5.12 OF THE LOAN AGREEMENT), (II) THE FILINGS REQUIRED TO BE MADE IN THE UNITED
STATES PATENT AND TRADEMARK OFFICE AND THE UNITED STATES COPYRIGHT OFFICE IN
ORDER TO PERFECT THE SECURITY INTEREST IN ARTICLE 9 COLLATERAL CONSISTING OF
UNITED STATES PATENTS, UNITED STATES REGISTERED TRADEMARKS AND APPLICATIONS
THEREFOR AND UNITED STATES REGISTERED COPYRIGHTS AND (III) ANY FILINGS AFTER THE
CLOSING DATE AS MAY BE NECESSARY UNDER ANY REQUIREMENT OF LAW, (IV) THE PAYMENT
OF ALL APPLICABLE FEES, (V) THE DELIVERY TO AND CONTINUING POSSESSION BY THE
AGENT OF ALL PLEDGED SECURITIES, ALL INSTRUMENTS, ALL CHATTEL PAPER AND ALL
DOCUMENTS A SECURITY INTEREST IN WHICH IS PERFECTED BY POSSESSION, AND (VI) THE
OBTAINING AND MAINTENANCE OF "CONTROL" (AS DESCRIBED IN THE UNIFORM COMMERCIAL
CODE AS IN EFFECT IN THE APPLICABLE JURISDICTION) BY THE AGENT OF ALL DEPOSIT
ACCOUNTS, ALL ELECTRONIC CHATTEL PAPER, LETTER-OF-CREDIT RIGHTS, ALL
UNCERTIFICATED SECURITIES AND ALL SECURITIES ACCOUNTS, IN EACH CASE A SECURITY
INTEREST IN WHICH IS PERFECTED BY SUCH "CONTROL," THE SECURITY INTERESTS GRANTED
IN SECTION 4.01 WILL