AND DELIVERED TO AGENT, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
4.2
CONDITIONS PRECEDENT TO ALL LOANS AND LETTER OF CREDIT
ACCOMMODATIONS.
EACH OF THE FOLLOWING IS AN ADDITIONAL CONDITION PRECEDENT TO
THE LOANS AND/OR PROVIDING LETTER OF CREDIT ACCOMMODATIONS TO BORROWERS,
INCLUDING THE INITIAL LOANS AND LETTER OF CREDIT ACCOMMODATIONS AND ANY FUTURE
LOANS AND LETTER OF CREDIT ACCOMMODATIONS:
(A)
ALL REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND
IN THE OTHER FINANCING AGREEMENTS THAT ARE QUALIFIED AS TO MATERIALITY OR
MATERIAL ADVERSE EFFECT SHALL BE TRUE AND CORRECT AND THE REPRESENTATIONS AND
WARRANTIES THAT ARE NOT SO QUALIFIED SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS, IN EACH CASE WITH THE SAME EFFECT AS THOUGH SUCH REPRESENTATIONS AND
WARRANTIES HAD BEEN MADE ON AND AS OF THE DATE OF THE MAKING OF EACH SUCH LOAN
OR PROVIDING EACH SUCH LETTER OF CREDIT ACCOMMODATION AND AFTER GIVING EFFECT
THERETO, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY
RELATE SOLELY TO AN EARLIER DATE (IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES SHALL HAVE BEEN TRUE AND CORRECT TO THE EXTENT REQUIRED HEREUNDER OR
UNDER THE OTHER FINANCING AGREEMENTS ON AND AS OF SUCH EARLIER DATE);
(B)
NO LAW, REGULATION, ORDER, JUDGMENT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY SHALL EXIST, AND NO ACTION, SUIT, INVESTIGATION,
LITIGATION OR PROCEEDING SHALL BE PENDING OR THREATENED IN ANY COURT OR BEFORE
ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY, WHICH (I) PURPORTS TO ENJOIN,
PROHIBIT, RESTRAIN OR OTHERWISE ADVERSELY AFFECT (A) THE MAKING OF THE LOANS OR
PROVIDING THE LETTER OF CREDIT ACCOMMODATIONS, OR (B) THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED PURSUANT TO THE TERMS HEREOF OR THE OTHER FINANCING
AGREEMENTS OR (II) HAS OR HAS A REASONABLE LIKELIHOOD OF HAVING A MATERIAL
ADVERSE EFFECT;
(C)
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE
OCCURRED AND BE CONTINUING ON AND AS OF THE DATE OF THE MAKING OF SUCH LOAN OR
PROVIDING EACH SUCH LETTER OF CREDIT ACCOMMODATION AND AFTER GIVING EFFECT
THERETO.
SECTION 5.
GRANT AND PERFECTION OF SECURITY INTEREST
5.1
GRANT OF SECURITY INTEREST.
(A)
TO SECURE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS,
BORROWERS HEREBY GRANT TO AGENT, FOR THE BENEFIT OF SECURED PARTIES, A
CONTINUING SECURITY INTEREST IN, A LIEN UPON, AND A RIGHT OF SET OFF AGAINST,
ALL PERSONAL AND REAL PROPERTY AND FIXTURES, AND INTERESTS IN PROPERTY AND
FIXTURES, OF BORROWERS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR EXISTING, AND
WHEREVER LOCATED (TOGETHER WITH ALL OTHER COLLATERAL SECURITY FOR THE
OBLIGATIONS AT ANY TIME GRANTED TO OR HELD OR ACQUIRED BY AGENT OR ANY SECURED
PARTY, COLLECTIVELY, THE "COLLATERAL"), INCLUDING:
(I)
ALL ACCOUNTS;
(II)
ALL GENERAL INTANGIBLES, INCLUDING, WITHOUT LIMITATION,
ALL INTELLECTUAL PROPERTY;
(III)
ALL GOODS, INCLUDING, WITHOUT LIMITATION, INVENTORY AND
EQUIPMENT;
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(IV)
ALL REAL PROPERTY AND FIXTURES;
(V)
ALL CHATTEL PAPER, INCLUDING, WITHOUT LIMITATION, ALL
TANGIBLE AND ELECTRONIC CHATTEL PAPER;
(VI)
ALL INSTRUMENTS, INCLUDING, WITHOUT LIMITATION, ALL
PROMISSORY NOTES;
(VII)
ALL DOCUMENTS;
(VIII)
ALL DEPOSIT ACCOUNTS;
(IX)
ALL LETTERS OF CREDIT, BANKER'S ACCEPTANCES AND SIMILAR