Administrative Agent and the
Revolver Agent shall reasonably agree that the cost of obtaining a security
interest therein or perfection of a security interest thereof (including any
material adverse tax consequences resulting therefrom) outweighs the benefit of
the security interest to be afforded thereby; provided, however, that
(x) Excluded Property shall not include proceeds, products, substitutions or
replacements of Excluded Property and (y) any Excluded Property that at any time
fails to satisfy the above criteria (whether as a result of the applicable
Grantor obtaining any necessary consent, any change in any rule of Law, statute
or regulation, or otherwise) shall no longer constitute Excluded Property for
purposes hereof and shall automatically constitute a portion of the Collateral
subject to the grant of security contained herein.
3.2 Exception to Last Day. The security interest granted hereby shall not extend
or apply to, and Collateral shall not include, the last day of the term of any
lease or agreement therefor, but upon enforcement of the security interest, each
Grantor shall stand possessed of such last day in trust or assign the same to
any person acquiring such term.
3.3 Attachment. Each Grantor acknowledges that (i) value has been given, (ii) it
has rights in the Collateral, (iii) it has not agreed to postpone the time for
attachment of the Lien granted hereunder, and (iv) it has received a copy of
this Agreement.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALL TERMS OF THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS AND WARRANTIES MADE HEREIN,
THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO
THIS AGREEMENT, THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT,
THE REVOLVER AGENT AND
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LENDERS HEREUNDER, ALL OTHER RIGHTS AND BENEFITS AFFORDED HEREUNDER TO THE
ADMINISTRATIVE AGENT, THE REVOLVER AGENT AND THE LENDERS AND ALL OBLIGATIONS OF
THE GRANTORS HEREUNDER) ARE SUBJECT IN ALL RESPECTS TO THE TERMS, CONDITIONS AND
PROVISIONS OF THE INTERCREDITOR AGREEMENT (AS SUPPLEMENTED BY THE INTERCREDITOR
AGREEMENT JOINDER). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE
INTERCREDITOR AGREEMENT (AS SUPPLEMENTED BY THE INTERCREDITOR AGREEMENT JOINDER)
AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT (AS
SUPPLEMENTED BY THE INTERCREDITOR AGREEMENT JOINDER) SHALL GOVERN AND CONTROL.
SECTION 4. REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent, the Revolver Agent and the Lenders to enter
into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby represents
and warrants to each Agent and each Lender that:
4.1 Representations in Credit Agreement. In the case of each Guarantor, the
representations and warranties set forth in Article V of the Credit Agreement as
they relate to such Guarantor or to the Loan Documents to which such Guarantor
is a party, each of which is hereby incorporated herein by reference, are true
and correct, in all material respects (other than any representation or warranty
that is qualified by materiality or makes reference to Material Adverse