ANY OF THE ITEMS LISTED ABOVE), AND
ALL BOOKS, CORRESPONDENCE, FILES AND OTHER RECORDS, INCLUDING, WITHOUT
LIMITATION, ALL TAPES, DESKS, CARDS, SOFTWARE, DATA AND COMPUTER PROGRAMS IN THE
POSSESSION OR UNDER THE CONTROL OF SUCH GRANTOR OR ANY OTHER PERSON FROM TIME TO
TIME ACTING FOR SUCH GRANTOR THAT AT ANY TIME EVIDENCE OR CONTAIN INFORMATION
RELATING TO ANY OF THE PROPERTY DESCRIBED IN THE PRECEDING CLAUSES OF THIS
SECTION 2 OR ARE OTHERWISE NECESSARY OR HELPFUL IN THE COLLECTION OR REALIZATION
THEREOF; AND
(Q)
ALL PROCEEDS, INCLUDING ALL CASH PROCEEDS AND NONCASH PROCEEDS,
AND PRODUCTS OF ANY AND ALL OF THE FOREGOING COLLATERAL;
IN EACH CASE HOWSOEVER SUCH GRANTOR'S INTEREST THEREIN MAY ARISE OR APPEAR
(WHETHER BY OWNERSHIP, SECURITY INTEREST, CLAIM OR OTHERWISE).
SECTION 3.
SECURITY FOR OBLIGATIONS.
THE SECURITY INTEREST CREATED AS OF THE
EFFECTIVE DATE IN THE COLLATERAL CONSTITUTES CONTINUING COLLATERAL SECURITY FOR
THE PAYMENT BY ANSWERS, AS AND WHEN DUE AND PAYABLE, OF ALL AMOUNTS FROM TIME TO
TIME OWING (IF ANY) BY IT IN RESPECT OF THE SELLER HOLDBACK (COLLECTIVELY, THE
"OBLIGATIONS").
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
EACH GRANTOR REPRESENTS AND
WARRANTS AS OF THE EFFECTIVE DATE AS FOLLOWS:
(A)
SCHEDULE I HERETO SETS FORTH (I) THE EXACT LEGAL NAME OF SUCH
GRANTOR, AND (II) THE ORGANIZATIONAL IDENTIFICATION NUMBER OF SUCH GRANTOR OR
STATES THAT NO SUCH ORGANIZATIONAL IDENTIFICATION NUMBER EXISTS.
(B)
THERE IS NO PENDING OR WRITTEN NOTICE THREATENING ANY ACTION,
SUIT, PROCEEDING OR CLAIM AFFECTING SUCH GRANTOR BEFORE ANY GOVERNMENTAL
AUTHORITY OR ANY ARBITRATOR, OR ANY ORDER, JUDGMENT OR AWARD BY ANY GOVERNMENTAL
AUTHORITY OR ARBITRATOR, THAT MAY ADVERSELY AFFECT THE GRANT BY SUCH GRANTOR, OR
THE PERFECTION, OF THE SECURITY INTEREST PURPORTED TO BE CREATED HEREBY IN THE
COLLATERAL, OR THE EXERCISE BY THE SECURED PARTY OF ANY OF ITS RIGHTS OR
REMEDIES HEREUNDER.
(C)
ALL FEDERAL, STATE AND LOCAL TAX RETURNS AND OTHER REPORTS
REQUIRED BY APPLICABLE LAW TO BE FILED BY SUCH GRANTOR HAVE BEEN FILED, OR
EXTENSIONS HAVE BEEN OBTAINED, AND ALL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL
CHARGES IMPOSED UPON SUCH GRANTOR OR ANY PROPERTY OF SUCH GRANTOR (INCLUDING,
WITHOUT LIMITATION, ALL FEDERAL INCOME AND SOCIAL SECURITY TAXES ON EMPLOYEES'
WAGES) AND WHICH HAVE BECOME DUE AND PAYABLE ON OR PRIOR TO THE DATE HEREOF HAVE
BEEN PAID, EXCEPT TO THE EXTENT CONTESTED IN GOOD FAITH BY PROPER PROCEEDINGS
WHICH STAY THE IMPOSITION OF ANY PENALTY, FINE OR LIEN RESULTING FROM THE
NON-PAYMENT THEREOF AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET
ASIDE FOR THE PAYMENT THEREOF IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES CONSISTENTLY APPLIED ("GAAP").
(D)
ALL EQUIPMENT, FIXTURES, GOODS AND INVENTORY OF SUCH GRANTOR NOW
EXISTING ARE, AND ALL EQUIPMENT, FIXTURES, GOODS AND INVENTORY OF SUCH GRANTOR
HEREAFTER EXISTING WILL BE, LOCATED AND/OR BASED AT THE ADDRESSES SPECIFIED
THEREFOR IN SCHEDULE III HERETO, EXCEPT THAT SUCH GRANTOR WILL GIVE THE SECURED
PARTY NOT LESS THAN 30 DAYS' PRIOR WRITTEN NOTICE OF ANY CHANGE OF THE LOCATION
OF ANY SUCH COLLATERAL, OTHER THAN TO