ACCORDANCE WITH GAAP;
(3)
"OR" IS NOT EXCLUSIVE;
(4)
WORDS IN THE SINGULAR INCLUDE THE PLURAL,
AND IN THE PLURAL INCLUDE THE SINGULAR; OR
(5)
PROVISIONS APPLY TO SUCCESSIVE EVENTS AND
TRANSACTIONS.
ARTICLE II
SECURITY INTERESTS
SECTION 2.01.
SECURITY INTERESTS. IT BEING EXPRESSLY UNDERSTOOD
AND AGREED THAT THE SECURITY INTERESTS GRANTED HEREIN FOR THE BENEFIT OF THE
COLLATERAL AGENT ON BEHALF OF THE SECURED PARTIES SHALL BE SUBJECT TO THE TERMS
OF THE CREDIT AGREEMENT, AS COLLATERAL SECURITY FOR THE PAYMENT AND PERFORMANCE
IN FULL OF ALL THE OBLIGATIONS, EACH GRANTOR HEREBY PLEDGES AND GRANTS TO THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, A LIEN ON AND SECURITY
INTEREST IN AND TO ALL OF THE RIGHT, TITLE AND INTEREST OF SUCH GRANTOR IN, TO
AND UNDER THE COLLATERAL.
The Liens granted hereunder to secure the Obligations are collectively referred
to herein as the "Security Interests".
SECTION 2.02.
NO ASSUMPTION OF LIABILITY. THE SECURITY INTERESTS
ARE GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE COLLATERAL AGENT OR ANY
OTHER SECURED PARTY TO, OR IN ANY WAY ALTER OR MODIFY, ANY OBLIGATION OR
LIABILITY OF ANY GRANTOR WITH RESPECT TO OR ARISING OUT OF THE COLLATERAL.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Grantors jointly and severally represent and warrant to the Collateral Agent
and the Secured Parties that:
SECTION 3.01.
TITLE AND AUTHORITY. EACH GRANTOR HAS GOOD AND
VALID RIGHTS IN AND TITLE TO THE COLLATERAL WITH RESPECT TO WHICH IT HAS
PURPORTED TO GRANT A SECURITY INTEREST HEREUNDER AND HAS FULL POWER AND
AUTHORITY TO GRANT TO THE COLLATERAL AGENT THE SECURITY INTEREST IN SUCH
COLLATERAL PURSUANT HERETO AND TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT THE CONSENT OR APPROVAL
OF ANY OTHER PERSON OTHER THAN ANY CONSENT OR APPROVAL WHICH HAS BEEN OBTAINED.
SECTION 3.02.
FILINGS. (A)
ALL INFORMATION SET FORTH HEREIN AS
OF THE DATE HEREOF AND IN THE PERFECTION CERTIFICATE (AS OF THE LATEST DATE SUCH
DOCUMENT IS REQUIRED TO BE UPDATED), INCLUDING THE SCHEDULES ANNEXED HERETO AND
THERETO, HAS BEEN DULY PREPARED, COMPLETED AND EXECUTED AND THE INFORMATION SET
FORTH HEREIN AND THEREIN IS CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS.
EXCEPT WITH REGARD TO FOREIGN INTELLECTUAL PROPERTY, THE COLLATERAL DESCRIBED ON
THE SCHEDULES ANNEXED TO THE PERFECTION CERTIFICATE CONSTITUTES ALL OF THE
PROPERTY OF SUCH TYPE OF COLLATERAL OWNED OR HELD BY THE GRANTORS TO THE EXTENT
REQUIRED TO BE SCHEDULED THEREON. FULLY COMPLETED UCC FINANCING STATEMENTS
(INCLUDING FIXTURE FILINGS, AS APPLICABLE)
8
OR OTHER APPROPRIATE FILINGS, RECORDINGS OR REGISTRATIONS CONTAINING A
DESCRIPTION OF THE COLLATERAL HAVE BEEN DELIVERED TO THE COLLATERAL AGENT FOR
FILING IN EACH GOVERNMENTAL, MUNICIPAL OR OTHER OFFICE SPECIFIED IN SCHEDULE 7
TO THE PERFECTION CERTIFICATE, WHICH, EXCEPT WITH REGARD TO (I) FOREIGN
INTELLECTUAL PROPERTY AND (II) COLLATERAL LOCATED OUTSIDE THE UNITED STATES, ARE
ALL THE FILINGS, RECORDINGS AND REGISTRATIONS THAT ARE NECESSARY TO PUBLISH
NOTICE OF AND PROTECT THE VALIDITY OF AND TO ESTABLISH A LEGAL, VALID