IN SUCH RIGHTS (OR GIVE THE APPLICABLE
COUNTERPARTY THE RIGHT TO TERMINATE ANY OF THE FOREGOING OR CONSTITUTE A BREACH
THEREUNDER OR A VIOLATION THEREOF) AND CONSENTS FROM THE APPLICABLE
COUNTERPARTIES TO THE CREATION OF THE SECURITY INTEREST HAVE NOT BEEN OBTAINED,
EXCEPT THAT RIGHTS UNDER SUCH CONTRACTS WILL BE INCLUDED IN THE ARTICLE 9
COLLATERAL TO THE EXTENT THAT SUCH PROHIBITIONS ARE NOT ENFORCEABLE BY REASON OF
THE PROVISIONS OF SECTION 9-406, 9-407, 9-408 OR 9-409 OF THE APPLICABLE UNIFORM
COMMERCIAL CODE OR ANY OTHER APPLICABLE LAW LIMITING THE ENFORCEABILITY OF
RESTRICTIONS ON THE CREATION OF SECURITY INTERESTS.
THE GRANTORS AGREE TO USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL SUCH CONSENTS AS MAY BE REQUIRED
IN ORDER THAT RIGHTS OF THE GRANTORS UNDER CONTRACTS, AGREEMENTS (INCLUDING
LICENSES), PERMITS AND LICENSES, TO THE EXTENT SUCH CONTRACTS, AGREEMENTS,
PERMITS OR LICENSES, INDIVIDUALLY OR IN THE AGGREGATE, ARE MATERIAL TO THE
BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE, WILL NOT BE
EXCLUDED FROM THE COLLATERAL BY REASON OF THE IMMEDIATELY PRECEDING SENTENCE.
13
(B)
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE COLLATERAL AGENT AT ANY TIME
AND FROM TIME TO TIME TO FILE (WITH COPIES TO BE DELIVERED TO THE BORROWER WITH
REASONABLE PROMPTNESS AFTER SUCH FILING) IN ANY RELEVANT JURISDICTION, WITHOUT
THE SIGNATURE OF SUCH GRANTOR, ANY INITIAL FINANCING STATEMENTS (INCLUDING
FIXTURE FILINGS) WITH RESPECT TO THE ARTICLE 9 COLLATERAL OR ANY PART THEREOF
AND AMENDMENTS THERETO THAT THE COLLATERAL AGENT DETERMINES TO BE NECESSARY (OR
THAT THE COLLATERAL AGENT IN GOOD FAITH AFTER CONSULTATION WITH THE APPLICABLE
GRANTOR DEEMS ADVISABLE) TO PERFECT, CONFIRM, CONTINUE, ENFORCE OR PROTECT THE
SECURITY INTEREST GRANTED BY SUCH GRANTOR, EACH SUCH FINANCING STATEMENT OR
AMENDMENT TO NAME SUCH GRANTOR AS DEBTOR AND THE COLLATERAL AGENT AS SECURED
PARTY AND TO CONTAIN THE INFORMATION REQUIRED BY ARTICLE 9 OF THE UNIFORM
COMMERCIAL CODE OF EACH APPLICABLE JURISDICTION.
EACH GRANTOR AGREES TO PROVIDE
SUCH INFORMATION TO THE COLLATERAL AGENT PROMPTLY UPON WRITTEN REQUEST.
Each Grantor also ratifies its authorization for the Collateral Agent to file in
any relevant jurisdiction any initial financing statements or amendments thereto
if filed prior to the date hereof.
The Collateral Agent is further authorized to file with the United States Patent
and Trademark Office and United States Copyright Office (or any successor office
or any similar office in any other country) such documents as it may determine
to be necessary (or that the Collateral Agent in good faith after consultation
with the applicable Grantor deems advisable) for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted by
any Grantor, without the signature of such Grantor, and naming such Grantor or
the Grantors as debtors and the Collateral Agent as secured party (with copies
to be delivered to the Borrower with reasonable promptness after such filing).
(C)
THE SECURITY INTEREST IS GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE
COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO, OR IN ANY WAY ALTER OR MODIFY,