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SECTION 2. GRANT OF SECURITY INTEREST <br />The Pledgor hereby assigns and transfers to the Administrative Agent, and hereby grants to the <br />Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of the following <br />property, in each case, wherever located and now owned or at any time hereafter acquired by the Pledgor <br />or in which the Pledgor now has or at any time in the future may acquire any right, title or interest <br />(collectively, the "Collateral"), as collateral security for the prompt and complete payment and <br />performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured <br />Obligations: <br />(a) all Pledged Stock; <br />(b) all Collateral Accounts; and <br />(c) to the extent not otherwise included all Proceeds, products, accessions, rents and profits of <br />any and all of the foregoing. <br />SECTION 3. REPRESENTATIONS AND WARRANTIES <br />To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to <br />induce the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower <br />thereunder, the Pledgor hereby represents and warrants to each Credit Parties that: <br />3.1 Representations in Credit Agreement. The representations and warranties set forth in <br />Article V of the Credit Agreement as they relate to the Pledgor or to the Loan Documents to which the <br />Pledgor is a party, each of which is hereby incorporated herein by reference mutatis mutandis, are true <br />and correct, in all material respects, except to the extent that such representations and warranties <br />specifically refer to an earlier date, in which case such representations and warranties shall be true and <br />correct in all material respects as of such earlier date, and the Credit Parties shall be entitled to rely on <br />each of such representations and warranties as if they were fully set forth herein, provided that each <br />reference in each such representation and warranty to any Borrower's knowledge shall, for the purposes <br />of this Section 3.1, be deemed to be a reference to the Pledgor's knowledge. <br />3.2 Title; No Other Liens. The Pledgor owns each item of the Collateral free and clear of any <br />and all Liens or claims, including, without limitation, liens arising as a result of the Pledgor becoming <br />bound (as a result of merger or otherwise) as Pledgor under a security agreement or pledge agreement <br />entered into by another Person, except for non-consensual Liens arising by operation of law and Mri <br />passu or junior Permitted Liens under Sections 7.01(t) and 7.01 M of the Credit Agreement. No financing <br />statement or other public notice with respect to all or any part of the Collateral is on file or of record in <br />any public office, except such as have been filed in favor of the Administrative Agent, for the benefit of <br />the Secured Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. <br />